Identification of individuals at high risk of dementia has usually focused attention on the clinical concept of mild cognitive impairment (MCI), which captures an intermediate state between normal cognitive ageing and dementia. In many countries age specific risk of dementia has declined, but whether this is also the case for subclinical cognitive impairment is unknown. This has important implications for prevention, planning and policy. Here we describe subclinical cognitive impairment and mild dementia prevalence changes, in the UK, over 2 decades. The Cognitive Function and Ageing Studies have examined the full spectrum of cognition, from normal to dementia, in representative populations of people aged ≥ 65 years in the UK over the last 2 decades 7635 participants were interviewed in CFAS I in Cambridgeshire, Newcastle, and Nottingham in 1991, with 1457 being diagnostically assessed. In the same geographical areas, the CFAS II investigators interviewed 7796 individuals in 2011. Using established criteria, the population was categorised into seven groups: no cognitive impairment, Mild cognitive Impairment (defined using consensus criteria), other cognitive impairment no dementia without functional impairment, OCIND with functional impairment, cognitive impairment (MMSE < 24 and no functional impairment), mild dementia (MMSE < 24 with functional impairment, not captured by CFAS dementia criteria), and CFAS dementia criteria. Multinomial logistic regression, adjusted for age and sex, was used to estimate the prevalence of impairment in both studies. Results were standardized to the age-sex specific UK and global population. There is a clear increase in the prevalence of other cognitive Impairment no Dementia (without functional impairment), with the purer MCI remaining stable. In the UK, mild dementia is estimated to fall from 520,704 cases (5.7%, 95% CI 3.8, 8.1) in 1991 to 315,142 (3.0%, 95% CI 2.4, 3.8) in 2011, cognitive impairment, has fallen from 1,225,984 (13.5%, 95% CI 10.1, 17.5) to 654,436 (6.3%, 95% CI 5.4, 7.3) cases. Using additional categories which reflect the continuum of cognitive decline and impairment in populations we see that the mildest dementia declines, but that there is stability in estimates of those who meet MCI criteria. Increases were found in the Other Cognitive Impairment no Dementia group. The decline observed in severe impairment thus seems to have resulted in larger proportions of the population in milder forms, seen alongside physical illnesses.