Catastrophizing predicts greater and more persistent pain in older adults, involving rumination and magnification of pain and feelings of helplessness. Poor emotional regulation relates to greater catastrophizing but little is known about the mediating role of cognition. Aging involves cognitive declines in executive function, the mental control of information to achieve cognitive-behavioral goals, and includes the ability to ignore irrelevant stimuli (inhibition), switch mental sets (shifting), and update active memory (working memory). Poor executive function underlies trouble regulating emotions and mediate relations to catastrophizing. The current study examined direct and indirect relations between emotional regulation and executive function on pain and pain catastrophizing among 50 older adults (Mage =71.76, SD = 6.17, range 16 to 19; 50% male) recruited from the community. Participants rated their general pain intensity on a 100-millimeter Visual Analogue Scale (M = 6.41, SD = 10.97) and their tendencies to catastrophize pain (M = 6.72, SD = 7.01; Pain Catastrophizing Scale). Additionally, participants rated their difficulties with inhibition, shifting, and working memory as well as emotional regulation. Path analyses revealed a significant total effect between poorer emotional regulation and greater pain catastrophizing (b = .30, p = .027). Poorer emotional regulation directly related to greater difficulty with inhibition (b = .45, p = .003, r2 = .21), shifting (b = .63, p < .001, r2 = .40), and working memory (b = .58, p < .001, r2 = .33) but was no longer associated with catastrophizing (p = .965). Problems with working memory were directly related to higher catastrophizing (b = .51, p = .022, r2 = .24) while problems with inhibition related to higher pain (b = .56, p = .025, r2 = .23). Poor emotional regulation indirectly related to greater catastrophizing, mediated by executive function problems (b = .30, p = .034). Preliminary findings suggest that, in older adults, problems updating activity memory underlies the impact of poor emotional regulation on catastrophizing while problems suppressing distraction underlies actual pain intensity. Addressing specific cognitive problems in older adults may reduce maladaptive responses to pain. (Sullivan, Bishop, & Pivik, Psychol Assessment, 1995).