Relationships between Alpha (8-12 Hz) activity and cognitive processes during wakefulness raise the possibility of similar relationships between Alpha and cognitive activity during sleep. We hypothesized that Alpha power decreases during both Stage 2 and REM sleep would index the presence of sleep mentation in these stages. Absolute power for six classical EEG bands and three Alpha subbands was calculated for Stage 2 and REM sleep awakenings both with and without mentation recall. In both stages, recall was associated with lower Alpha power, especially with middle Alpha power (9.5-11.5 Hz). Unexpectedly, a similar effect for Delta power (0.5-4.0 Hz) was also observed. The Alpha effect may reflect cognitive elaboration active in the minutes preceding awakening; however, attention and memory processes cannot be excluded. The Delta effect is consistent with prior observations of regular linkages between Alpha and Delta power during sleep.