Although aging is accompanied by neurobiological changes and increased susceptibility to many neurological disorders, little is known about neurophysiological changes that start in old age. Here, neurophysiological changes during old age were assessed by recording brain potentials associated with motor preparation and stimulus expectancy (contingent negative variation, CNV) in young-old (60-69), oldest-old (85-98), and young (17-23) subjects. Individual trials began by a button press, followed 2.5 s later by either a low or high pitch tone. In the "motor" condition subjects responded following high pitch tones (P=0.20); in the "non-motor" condition subjects did not respond. Motor condition CNV amplitudes in the oldest old were more positive than the young and young-old groups, which were similar. In the non-motor condition, the young-old and oldest-old had similar CNV amplitudes that were positive in polarity, and were significantly different from young subjects. Motor potentials before button presses that started the trials were comparable among groups. Results show that neural activity associated with motor preparation and stimulus expectancy changes during advanced age, and that group differences can be modulated by task requirements