Cerebral microvascular disease has been hypothesized to contribute to cognitive impairment, but few clinical data are available. Here, we examine the relation of retinal microvascular abnormalities with cognitive function in middle-aged persons free of stroke. The Atherosclerosis Risk in Communities Study is a population-based study with examinations every 3 years from 1987 through 1998. At visit 3, when participants were 51 to 70 years of age, retinal photographs were obtained and evaluated for retinal microvascular abnormalities according to standardized protocols. Cognitive function was assessed with standardized tests (Delayed Word Recall Test, Digit Symbol Subtest, and Word Fluency Test) at visits 2 and 4 and averaged for analysis. Persons with stroke or taking central nervous system-relevant medications were excluded, leaving 8734 with data for this study. After education, diabetes mellitus, blood pressure, carotid intima-media thickness, and other risk factors were controlled for, retinopathy was associated with lower cognitive test scores. The adjusted odds ratios for persons with Delayed Word Recall scores 2 SD or lower than the mean were 2.60 [95% confidence interval (CI), 1.30 to 2.91] for any retinopathy, 3.00 (95% CI, 1.81 to 4.98) for microaneurysms, 3.39 (95% CI, 1.99 to 5.78) for retinal hemorrhage, and 3.07 (95% CI, 1.53 to 6.17) for soft exudates. Results were similar for the other 2 cognitive tests and in people with and without diabetes and hypertension. Retinopathy is independently associated with poorer cognitive function in middle-aged persons without stroke, suggesting that cerebral microvascular disease may contribute to the development of cognitive impairment.