The purpose of the research consisted in finding elements of the Art of Memory in the work of the prominent author of the Second Sophistic. To achieve this purpose we subjected to the textual analysis one of the most popular works relating to the Second Sophistic: The Imagines of the Elder Philostratus. Since the Renaissance the book was subject of scientific analysis and, at the same time, source of inspiration for many artists. We concentrated only on searching of elements of the Art of Memory in The
Imagines. Except the textual analysis in the research also comparative nalysis was applied: we compared the text of The Imagines with the text of The Phaedrus by Plato. At last, comparative-historical and comparative and typological analysis was used for comparison of structure of The Imagines to structure of late antique handbooks on rhetoric, progymnasmata, and with rules of creation of a museum exposition. The fragment I.30 Pelops contains the symbolical image of four rules of eloquence stated by Plato in The Phaedrus. In a fragment I.12-13 Bosphoros the symbolical image of "material" of memory is given: places of memory (loci), images of emory
(imaginibus). The order of the pictures in Philostratus' book also is not casual; it corresponds to the rules of the organization of places of memory and the rules of creation of a museum exposition. This last observation allowed us to see the genetic linkage existing between the Art of Memory and modern Museum. Detection of all elements of the Art of Memory in The Imagines will make possible the solution of a question of the place of this book in the system of medieval education. Moreover, in case of confirmation of a hypothesis that The Imagines are a manual on the Art of Memory we shall have an opportunity to expand our knowledge of philosophical and rhetorical researches of the Second Sophistic.