Messages promoting physical activity (PA) to maintain cognitive health (CH) may increase PA and enhance CH among older persons. This study examined older adults' perceptions of PA and CH. We conducted 10 focus groups with irregularly active older Black and White women and men (N = 55), ages 65 to 74 in South Carolina. Constant comparison methods compared themes by gender and race/ethnicity groups. Most participants perceived cognitive decline as a severe threat, and they were primarily concerned about losing their independence. Most reported feeling susceptible to cognitive decline. Although most recognized the link between PA and CH, several White men said the association was not clear. Participants recommended a wide range of PA amounts needed to achieve CH benefits. Many suggested that evidence of PA benefits for CH would enhance message credibility. Participants suggested messages be paired with social support to increase PA. Results suggest a need for evidence-based, credible communication promoting PA and CH. (Contains 3 tables and 1 figure.)