Abstract Longitudinal information of how changes in the lives of older adults (e.g., cognitive decline, retirement, medical conditions and disability) affect their oral health and dental utilization is sparse. Yet, longitudinal data are needed to assess causality. Baby Boomers and other generations have had different life circumstances that affect well- being and aging. To plan for their oral health needs and preventive care, statistical models should account for different birth cohorts. This secondary data analysis will use the comprehensive, longitudinal, nationally representative US Health and Retirement Study (HRS). HRS cohorts were 51+ year olds and their spouses who participated in the CORE biennial HRS waves from 2006-2018 (n≥15,960 per wave); Psychosocial subsample A (n=12,631 in any wave), and in the 2008 (n=1,300) and 2018 HRS dental modules (n=612 in both modules). Not all variables were collected biennially; 10-year and 12-year changes refer to 2008-2018 and 2006-2018. For population-based analysis, appropriate sampling weights will be applied in survey regression analysis to reflect the US population; appropriate covariates, potential confounders, and cohort/data subsets used. The specific aims are to: Aim 1) Determine 2018 oral health conditions and oral health disparities by traditional socio-demographic and less studied psychosocial and employment factors by HRS defined birth cohorts. Self-rated oral health, dentate status (with and without functional dentition, edentulous), and oral health- related quality of life will be assessed. Aim 2a) Compare 2008-2018 trends in dental utilization by birth cohort adjusting for oral health conditions; Aim 2b) Identify factors predictive of 10 or 12-year incidence of worsening oral health conditions (incident edentulism, incident tooth loss, worsening self-rated oral health). Aim 3) Evaluate within-subject changes and the bidirectional relationship with cognition (assessed via the Telephone Interviews for Cognitive Status(TICS) collected biennially) and adults' oral health status. Cognitive impairment is common in old age. It is important to understand the effects of decrements in oral health on cognition because of the large societal impact on the affected individuals, family members and caregivers. Prior studies have shown different relationships between oral health and cognition. Aim 3a. Determine if 2008 baseline oral health conditions are predictive of 10-year cognitive decline. Aim 3b. Determine if baseline cognitive status and 10/12-year cognitive decline are predictive of 10/12-year worsening oral health. Aim 4 focuses on the effects of longitudinal changes in psychosocial factors such as life satisfaction and loneliness measured in the HRS. Aim 4a) Compare patterns of dental utilization by psychosocial factors, birth cohorts and other factors. Aim 4b) Determine if baseline psychosocial factors and 12-year changes are predictive of incident edentulism and 2018 oral health outcomes. Aim...