INTRODUCTION: Despite rapid population aging, there are currently limited data on the incidence of aging-related cognitive impairment in sub-Saharan Africa. We aimed to determine the incidence of cognitive impairment and its distribution across key demographic, social, and health-related factors among older adults in rural South Africa. METHODS: Data were from in-person interviews with 3,856 adults aged >/=40 who were free from cognitive impairment at baseline in the population-representative cohort, "Health and Aging in Africa: a Longitudinal Study of an INDEPTH Community in South Africa" (HAALSI), in Agincourt sub-district, Mpumalanga province, South Africa (2014-19). Cognitive impairment was defined as scoring <1.5 standard deviations below the mean of the baseline distribution of orientation and episodic memory scores. Incidence rates and rate ratios for cognitive impairment were estimated according to key demographic, social, and health-related factors, adjusted for age, sex/gender, and country of birth. RESULTS: The incidence of cognitive impairment was 25.7/1,000 person-years (PY; 95% confidence interval [CI]: 23.0-28.8), weighted for mortality (12%) and attrition (6%) over the 3.5-year mean follow-up (range: 1.5-4.8 years). Incidence increased with age, from 8.9/1,000 PY (95% CI: 5.2-16.8) among those aged 40-44 to 93.5/1,000 PY (95% CI: 75.9-116.3) among those aged 80+, and age-specific risks were similar by sex/gender. Incidence was strongly associated with formal education and literacy, as well as marital status, household assets, employment, and alcohol consumption but not with history of smoking, hypertension, stroke, angina, heart attack, diabetes, or prevalent HIV. CONCLUSIONS: This study presents some of the first incidence rate estimates for aging-related cognitive impairment in rural South Africa. Social disparities in incident cognitive impairment rates were apparent in patterns similar to those observed in many high-income countries.