Emotion processing skills (EPS), include 1) attention to emotions; 2) basic perception of emotions; and 3) strategies that people use to regulate their emotions. Studies from our group and others have shown that these three constructs occur at different stages of emotion processing. EPS are impacted by demographic variables, including age and sex, as well as neuropsychiatric illnesses, including Major Depression, and neurodegenerative conditions, such as Alzheimer’s Disease. As people age in good health, they demonstrate generally improved perception for and attention to positive stimuli, poorer perception for and attention to negative stimuli, and different patterns of emotion regulation (ER) skills. In addition to age, EPS are moderated by sex. For example, in studies of young adult and adult populations, females tend to demonstrate stronger facial emotion perception skills relative to males, yet more frequently engage in potentially maladaptive ER strategies during times of stress (i.e., rumination) that may contribute to sex differences in depression prevalence. Patterns of sex differences in EPS during late-middle and older age are less clear, and it remains unknown how EPS worsen during abnormal aging processes, such as in the case of depressive symptomatology and neurodegenerative disease. The currently funded R01 Award aims to a) characterize sex as a moderator of ER during late middle and older age (55-79); b) illustrate how ER is moderated by abnormal affective aging (e.g., depression), and c) measure executive functioning (EF) as a partial mediator of ER (EF declines with age and depression, and is known to be critical to successful ER). As an exploratory aim, we aim to model interactions of sex and disease. We study these constructs multi-modally, using self-report, behavioral, and neuroimaging tools, in line with the Research Domain Criteria. This Supplement would enable us to add a sample of individuals with amnestic Mild Cognitive Impairment (aMCI) and early Alzheimer’s disease (AD) to the existing protocol. The sample will be stratified for depression symptom severity, age, and education, similar to the original proposal, as well as with regard to cognitive severity categorization (aMCI versus early AD) . The sample will be drawn from the SBU Center of Excellence for Alzheimer’s Disease (CEAD).