ABSTRACT AD disproportionately affects women and people of color. With no cure for AD, it becomes important to identify sex-specific modifiable risk factors at midlife, especially those that affect minority women. For women who reach midlife, the menopause is a universal transition often accompanied by adverse symptoms that may affect their later health. Sleep disturbance and vasomotor symptoms (VMS; hot flashes) are among the most common and bothersome menopausal symptoms and have been associated with AD biomarkers and adverse brain and cognitive outcomes, particularly verbal memory. Black and Hispanic women typically experience more severe and persistent VMS, experience more sleep disturbance, and show more persistent memory declines across the menopause transition compared to White women. Black women also exhibit weaker rest-wake activity rhythms (RAR), which are associated with worse cognitive performance. Considering the increased burden of VMS, sleep disturbance, and weakened RAR in black women, these modifiable symptoms may contribute to their more persistent menopause-related declines in memory and potentially to the greater burden of AD experienced by black women. The objective of this study is to test the hypothesis that VMS, sleep disturbance, and RAR contribute to worse memory performance in black midlife women and to understand the relative contribution of each to memory dysfunction. Building on preliminary data from 20 women recruited to date, 70 black and/or Hispanic peri- and postmenopausal women with moderate to severe VMS will undergo assessment with wearable devices (VMS monitor and actigraphy watch) to objectively measure VMS, sleep disturbance and RAR during three consecutive days/nights. Memory will be assessed with a test of verbal memory as well as pattern separation, a test that yields behavioral indices that align with the function of specific hippocampal subregions. This innovative study is the study to examine objectively measured menopause symptoms in relation to cognition in black and Hispanic women with moderate to severe VMS. The study will yield new insights into modifiable risk factors for memory declines in this understudied group.