The effects of exercise and circadian rhythms on memory function were explored in a group of shift workers (mean age 32 yrs). A variant of the Auditory-Verbal Learning Test was used to test memory for word lists at 9:30 a.m. and 12:30, 3:30, and 6:30 p.m. in a repeated-measures design. Without exercise there was clear evidence of a circadian rhythm in memory performance, with peak performance occurring at 12:30 and poorest performance at 3:30. A brisk 10-min walk followed by a 15- to 30-min recovery period resulted in significant improvement in memory recall at all time periods except 12:30. The results of the AVLT task suggest an improvement in both working memory and long-term memory performance. Rhythmic changes in serotonin, epinephrine, norepinephrine, and acetylcholine levels all affect cortical arousal and cognitive function. Exercise may have resulted in altered levels of these neurotransmitters, increased glucose, oxygen, or nutrient levels, or from temporary changes in growth hormone or brain-derived neurotropic factor levels resulting in increased synaptogenesis and neurogenesis. The physiological basis of this temporary improvement in memory remains to be determined, but this simple behavioral intervention may have widespread application in improving memory function in all sections of the population including children and the elderly.