Increasing evidence indicates that patients develop post-operative cognitive decline (POCD) following surgery, with risk factors including increasing age, diabetes and low education. POCD is characterized by a bimodal incidence. Initially, there is a transient short-term decline in cognitive ability evident in the early post-operative period. This initial decline predicts a delayed cognitive decline associated with dementia 3 to 5 years post-surgery, with conversion rates up to 70% in patients who are 65 years or older. The factors responsible for this emergence of dementia are unclear and might differ for the acute post-operative emergence of cognitive decline and the subsequent delayed emergence of dementia. Clinical studies investigating the prevalence of POCD and dementia following surgery do not show an association with the type of anesthesia or duration of surgery. However, animal studies suggest that prolonged exposure to some volatile-inhalational anesthetics increase production of Aβ and vulnerability to neurodegeneration. Other factors might include the initiation of an inflammatory response, related to the use of indwelling devices such as the cardio-pulmonary bypass machine or initiated by intrinsic factors such as blood loss, as well as the effects of a maladaptive stress response. Identifying the factors occurring during surgery that predispose subjects to POCD and dementia and subsequent ways to provide prophylaxis against this represent important avenues of research for the health care community. Equally important, the field needs to adopt a more rigorous approach to codifying the frequency and extent of early and delayed post-operative cognitive decline.