Background: The effect of retirement on cognitive functioning is not clear. We examined the association between age at retirement, midlife occupation, and cognitive decline in the large Atherosclerosis Risk in Communities (ARIC) biracial community-based cohort. Methods: Retirement status after ARIC visit 4 (1996-98) was reported in annual follow-up questionnaires administered in 1999-2007 (n= 8,426), and classified as occurring before or after age 70. Current or most recent occupation at visit 1 (1987-89) was categorized based on 1980 US census major occupation groups and tertiles of Nam-Powers-Boyd occupational status score (a measure of socioeconomic status of occupations, hereby used as a proxy for occupational complexity). Generalized estimating equation models were used to examine the associations of retirement with trajectories of a global cognitive factor score, assessed in 1990-92 (visit 2), 1996-98 (visit 4) and 2011-2013 (visit 5). Models were a priori stratified by race and sex and adjusted for demographics and comorbidities. To account for attrition, we also performed multiple imputation by chained equations. Results: Retirement before age 70 is associated with higher educational level and higher occupational status score in white men and women, and in black men. We observed associations between retirement before age 70 and lower baseline cognitive scores, as well as slower cognitive decline in white men and women, and in black men (Figure). The results did not change substantially after adjusting for the occupational status score or accounting for attrition. Conclusion: Retirement before age 70 was significantly associated with lower baseline cognitive scores and slower cognitive decline in whites and in black men. The lack of similar associations in black women and the investigation of reasons for the observed associations warrant further research.