Structural racism creates contextual stressors that disproportionately affect Black, relative to White, older adults in the U.S. and may contribute to worse cognitive health. We examined the extent to which interpersonal, community, and societal stressors uniquely explain Black-White disparities in initial memory and memory change. The sample included 14,199 non-Latino Black and White older adults (Mage=68.32, 19.8% Black) from the U.S. Health and Retirement Study who completed psychosocial questionnaires at baseline and a word list memory task every two years over an eight-year period. Interpersonal, community, and societal stressors were operationalized as self-reported everyday discrimination, neighborhood physical disorder, and subjective societal status, respectively. Latent growth curves modeled longitudinal memory performance. Stressors were modeled simultaneously and allowed to correlate. Covariates included age, sex, education, wealth, parental education, and Southern residence. Compared to White participants, Black participants experienced more discrimination (β=-.004, SE=.001, p<.001), more neighborhood physical disorder (β=-.009, SE=.002, p<.001), and lower perceived societal status (β =-.002, SE=.001, p=.001), each of which uniquely mediated the racial disparity in initial memory. Sensitivity analyses utilizing proxy-imputed memory scores revealed an additional racial disparity in memory change, wherein Black participants evidenced faster decline than White participants. This disparity in memory change was only uniquely mediated by more everyday discrimination among Black participants. Elements of structural racism may contribute to cognitive disparities via disproportionate stress experiences at multiple contextual levels among Black older adults. Future research should consider multilevel protective factors that buffer against negative impacts of racism on health.