BACKGROUND: The relative contributions of depression, cognitive impairment without dementia (CIND), and dementia to the risk of potentially preventable hospitalizations in older adults are not well understood. OBJECTIVE(S): To determine if depression, CIND, and/or dementia are each independently associated with hospitalizations for ambulatory care-sensitive conditions (ACSCs) and rehospitalizations within 30 days after hospitalization for pneumonia, congestive heart failure (CHF), or myocardial infarction (MI). DESIGN: Prospective cohort study. PARTICIPANTS: Population-based sample of 7,031 Americans > 50 years old participating in the Health and Retirement Study (1998-2008). MAIN MEASURES: The eight-item Center for Epidemiologic Studies Depression Scale and/or International Classification of Disease, Ninth Revision, Clinical Modification (ICD-9-CM) depression diagnoses were used to identify baseline depression. The Modified Telephone Interview for Cognitive Status and/or ICD-9-CM dementia diagnoses were used to identify baseline CIND or dementia. Primary outcomes were time to hospitalization for an ACSC and presence of a hospitalization within 30 days after hospitalization for pneumonia, CHF, or MI. KEY RESULTS: All five categories of baseline neuropsychiatric disorder status were independently associated with increased risk of hospitalization for an ACSC (depression alone: Hazard Ratio [HR]: 1.33, 95% Confidence Interval [95%CI]: 1.18, 1.52; CIND alone: HR: 1.25, 95%CI: 1.10, 1.41; dementia alone: HR: 1.32, 95%CI: 1.12, 1.55; comorbid depression and CIND: HR: 1.43, 95%CI: 1.20, 1.69; comorbid depression and dementia: HR: 1.66, 95%CI: 1.38, 2.00). Depression (Odds Ratio [OR]: 1.37, 95%CI: 1.01, 1.84), comorbid depression and CIND (OR: 1.98, 95%CI: 1.40, 2.81), or comorbid depression and dementia (OR: 1.58, 95%CI: 1.06, 2.35) were independently associated with increased odds of rehospitalization within 30 days after hospitalization for pneumonia, CHF, or MI. CONCLUSIONS: Depression, CIND, and dementia are each independently associated with potentially preventable hospitalizations in older Americans. Older adults with comorbid depression and cognitive impairment represent a particularly at-risk group that could benefit from targeted interventions.