Speakers often tailor their utterances to the needs of particular addressees-a process called audience design. We argue that important aspects of audience design can be understood as emergent features of ordinary memory processes. This perspective contrasts with earlier views that presume special processes or representations. To support our account, we present a study in which Directors engaged in a referential communication task with two independent Matchers. Over several rounds, the Directors instructed the Matchers how to arrange a set of picture cards. For half the triads, the Directors' card categories were initially distributed orthogonally by Matcher (e.g. Directors described birds and dogs with one Matcher and fish and frogs with the other). For the other triads, the Directors' card categories initially overlapped across Matchers (e.g. Directors described two members of each category with each Matcher). We predicted that the orthogonal configuration would more readily allow Directors to encode associations between particular cards and particular Matchers-and thus allow those Directors to provide more evidence for audience design. Content analyses of Directors' utterances from two final rounds supported our prediction. We suggest that audience design depends on the memory representations to which speakers have ready access given the time constraints of routine conversation.