Background. Aging and lifestyle factors have been associated with age-related cognitive decline, including executive function. Epidemiological aging studies suggest a role of diet and exercise in cognition but less is known about acute effects in an experimental setting. Objective. Compare the effects of a high saturated fat, low nutrient-dense standard breakfast (SB), nutrient dense breakfast (NB), and NB with aerobic exercise (30 min at 50–65% heart rate reserve, AE) on cognitive function and brain activation in older adults. Methods. A three arm, randomized, cross-over design was used in healthy adults (n=19, 69.7 ± 4.9 y). Cognitive function was assessed with CogState® tasks. Evaluation of brain activation was with the brain blood oxygen level-dependent response during functional MRI with a flanker arrow task requiring inhibition. Results. Overall, NB with or without AE did not improve cognition in healthy older adults. In the CogState®, accuracy improved on prediction (executive function) in NB over NB + AE, and speed declined for monitoring (attention) in NB compared to SB, p<0.05. No significant treatment effects were found in the flanker arrow task or for brain activation in the inferior and middle frontal gyms. Discussion and implications. This study tested SB, NB, and NB + AE on cognition in healthy older adults. Although longer interventions of diet and exercise may affect cognitive function in older adults, our results suggest these lifestyle factors do not have acute effects.