OBJECTIVE: To assess the effects of a history of alcohol use disorders (AUDs) on risk of severe cognitive and memory impairment in later life. METHODS: We studied the association between history of AUDs and the onset of severe cognitive and memory impairment in 6,542 middle-aged adults born 1931 through 1941 who participated in the Health and Retirement Study, a prospective nationally representative U.S. cohort. Participants were assessed at 1992 baseline and follow-up cognitive assessments were conducted biannually from 1996 through 2010. History of AUDs was identified using the three-item modified CAGE questionnaire. Cognitive outcomes were assessed using the 35-item modified Telephone Interview for Cognitive Status at last follow-up with incident severe cognitive impairment defined as a score </= 8, and incident severe memory impairment defined as a score </= 1 on a 20-item memory subscale. RESULTS: During up to 19 years of follow-up (mean: 16.7 years, standard deviation: 3.0, range: 3.5-19.1 years), 90 participants experienced severe cognitive impairment and 74 participants experienced severe memory impairment. History of AUDs more than doubled the odds of severe memory impairment (odds ratio [OR] = 2.21, 95% confidence interval [CI] = 1.27-3.85, t = 2.88, df = 52, p = 0.01). The association with severe cognitive impairment was statistically non-significant but in the same direction (OR = 1.80, 95% CI = 0.97-3.33, t = 1.92, df = 52, p = 0.06). CONCLUSION: Middle-aged adults with a history of AUDs have increased odds of developing severe memory impairment later in life. These results reinforce the need to consider the relationship between alcohol consumption and cognition from a multifactorial lifespan perspective.