Obesity has reached epidemic proportions and is a contributor to many adverse health outcomes, including increased risk for dementia and adverse structural and functional brain changes. Milder forms of cognitive impairment in multiple domains can also be found in obese individuals of all ages that are believed to stem from brain abnormalities long prior to onset of neurologic conditions such as dementia. However, the mechanisms for adverse brain changes and subsequent cognitive dysfunction in obesity are complex and poorly understood. This paper proposes a possible etiologic model for obesity associated cognitive impairment with emphasis on the role of poor glycemic control and conditions like type 2 diabetes mellitus. Clinical implications associated with treatment of obesity in persons with cognitive deficits in addition to the cognitive promoting effects of weight loss surgery are also discussed.