Objectives: The authors investigated whether factors related to health disparities–race, rural residence, education, perceived racial discrimination, vascular disease, and health care access and utilization–may moderate the association between diabetes and cognitive decline. Method: Participants were 624 community-dwelling older adults (49% African American and 49% rural) who completed in-home mini-mental state examination at baseline and 4-year follow-up. Results: Diabetes at baseline predicted four-year cognitive decline in regression models adjusted for a number of possible confounds. Only perceived discrimination and health utilization showed significant interaction effects with diabetes. Among African Americans who reported experiencing racial discrimination, there was a stronger relationship between diabetes and cognitive decline. Among participants who reported absence of visiting a physician within the past 6 months, the association between diabetes and cognitive decline was substantially larger. Discussion: Findings suggest that factors related to health disparities may influence cognitive outcomes among older adults with diabetes. © 2010, SAGE Publications. All rights reserved.