OBJECTIVE Temporomandibular disorder (TMD) is believed to be co-morbid with rheumatologic conditions such as Osteoarthritis (OA). We determine 30-day prevalence and cumulative incidence, and risk factors for facial pain in a cohort of subjects who either had or were at risk of developing symptomatic radiographic knee osteoarthritis (SRKOA). METHODS Poisson regression models examined whether age, sex, race, Center for Epidemiologic Studies-Depression Scale (CES-D) score, number of painful joints, and presence of SRKOA were risk factors for facial pain in 4,423 subjects at baseline and in 3,472 subjects at 24 and/or 48 months follow-up. RESULTS At baseline, 30-day period prevalence of facial pain was 9.25%; and 30-day cumulative incidence at 24-months and at 48-months was 5.9% and 4.9%, respectively. Factors associated with prevalence and incidence of facial pain were: younger age, female sex, (CES-D) score, and a larger number of painful joints. For each increase in age of one year, the incidence of facial pain decreased by 1%. Women had a 96% higher incidence than men, and each unit increase of (CES-D) score was associated with a 2% increase in the incidence of facial pain. For every additional painful joint, there was a 21% increase in the incidence of facial pain. Subjects with SRKOA had a 33% increase in the incidence of facial pain compared to those with risk factors for SRKOA. CONCLUSIONS OA and TMD share several risk factors. The risk factors identified in cross-sectional analysis of prevalence are similar to those identified in longitudinal analysis on incidence.