We studied concerns about cognitive health among ethnically diverse groups of older adults. The study was grounded in theories of health behaviour and the representation of health and illness. We conducted 42 focus groups (N=396, ages 50+) in four languages, with African Americans, American Indians, Chinese Americans, Latinos, Whites other than Latinos (hereafter, Whites) and Vietnamese Americans, in nine United States locations. Participants discussed concerns about keeping their memory or ability to think as they age. Audio recordings were transcribed verbatim. Constant comparison methods identified themes. In findings, all ethnic groups expressed concern and fear about memory loss, losing independence, and becoming a burden. Knowing someone with Alzheimer's disease increased concern. American Indians, Chinese Americans, Latinos and Vietnamese Americans expected memory loss. American Indians, Chinese Americans and Vietnamese Americans were concerned about stigma associated with Alzheimer's disease. Only African Americans, Chinese and Whites expressed concern about genetic risks. Only African Americans and Whites expressed concern about behaviour changes. Although we asked participants for their thoughts about their ability to think as they age, they focused almost exclusively on memory. This suggests that health education promoting cognitive health should focus on memory, but should also educate the public about the importance of maintaining all aspects of cognitive health.