Objective: Older adults with subjective memory complaints (SMC) have a higher risk of dementia and commonly demonstrate symptoms of depression and anxiety. The study aimed to examine the effect of a memory training program for individuals with SMC, and whether additional group counseling aimed at alleviating depression and anxiety would boost memory training gains. Design: A three-armed, double-blind, randomized controlled trial. Setting and Participants: Community-dwelling older adults with SMC, age >= 60. Methods: Participants (n = 124) were randomly assigned to memory training (MD, group counseling (GC), or GC + MT intervention. The GT + MT group received 3 sessions of group counseling followed by a 4-week memory training, while the MT group attended reading and memory training, and the GC group received group counseling and health lectures. Cognitive function and symptoms of depression and anxiety were assessed at baseline, mid-, and post-intervention. Results: After group counseling, the GC + MT and GC groups showed reduced symptoms of anxiety compared to the MT group. Memory training enhanced associative learning in both MT and GC + MT groups compare with the GC group, but the GC + MT group demonstrated a larger memory improvement (Cohen's d = 0.57) than the MT group (Cohen's d = 0.44). Conclusion and Implications: Group counseling decreased symptoms of anxiety, memory training increased associative learning, and the combination of two intervention induced larger memory gain than memory training alone. The results suggest that it may need to integrate treatment for anxiety into memory training for older adults with SMC to achieve better intervention effect.