OBJECTIVES: A substantial body of research has documented age-related declines in cognitive abilities among adults over 60, yet there is much less known about changes in cognitive abilities during midlife. The goal was to examine longitudinal changes in multiple cognitive domains from early midlife through old age in a large national sample, the Midlife in the United States (MIDUS) study. METHODS: The Brief Test of Adult Cognition by Telephone (BTACT) was administered on two occasions (MIDUS 2, MIDUS 3), an average of 9 years apart. At MIDUS 3, those with the cognitive assessment (N=2518) ranged in age from 42 to 92 years (M=64.30; SD=11.20) and had a mean education of 14.68 years (SD=2.63). The BTACT includes assessment of key aging-sensitive cognitive domains: immediate and delayed free recall, number series, category fluency, backward digit span, processing speed, and reaction time for attention switching and inhibitory control, which comprise two factors: episodic memory and executive functioning. RESULTS: As predicted, all cognitive subtests and factors showed very small but significant declines over 9 years, with differences in the timing and extent of change. Processing speed showed the earliest and steepest decrements. Those with higher educational attainment scored better on all tests except reaction time. Men had better executive functioning and women performed better on episodic memory. CONCLUSIONS: Examining cognitive changes in midlife provides opportunities for early detection of cognitive impairments and possibilities for preventative interventions. (JINS, 2018, 24, 805-820).