Acute exercise (EX) affects neural activation, assessed with functional magnetic resonance imaging (fMRI), and is a suggested mechanism in the effects of EX on behavioral measures of cognition. PURPOSE: We investigated the effect of EX on neural activation during a set switching task (SST). METHODS: Six healthy, right-handed older adults (M=71.4±5.1) completed two separate visits [EX; 30-min of cycling at 55-65%Heart Rate Reserve and rest (RS); 30-min of seated rest]. After EX or RS participants completed a SST during an fMRI. SSTs are a measure of executive function where participants shift attention between sets of rules during the task. Switch cost (cost) is the performance difference between switching (i.e. A, B, A) and repeat trials (i.e. A, A, A). The conditions included rest, a high switching block [70% switching, 30% repeat trials (HS)], and a low switching block [20% switching, 80% repeat trials (LS)]. fMRI analyses using FSL included assessment of main effects of activation during HS and LS blocks during EX and RS and a comparison of activation with reaction time cost. RESULTS: Across both HS and LS and EX and RS, participants similarly activated the lateral occipital cortex and frontopolar area. In addition, there was significant activation of the superior and inferior frontal gyri, middle frontal gyrus, cerebellum VIIb, thalamus, caudate, and insula following RS in HS and LS. There were no unique areas of activation in HS following EX, however in LS there was activation in the temporal occipital fusiform gyrus, inferior frontal gyrus, and middle frontal gyrus. In relation to performance, cost during HS was associated with activation of the cerebellum VIIb following EX and activation of the thalamus and occipital pole following RS. Further, cost during LS was associated with activation in the frontopolar area after EX and activation in the thalamus following RS. CONCLUSION: Similar activation during HS and LS following rest and EX suggests a common network for SSTs. During the HS blocks, EX did not elicit additional unique activation, as seen following RS or the LS block, suggesting EX-induced efficiency. More research is needed to better understand the implication of differential activation. Results presented at ACSM will include additional participants; findings and conclusions will reflect the final analyses.