Abstract: The arts can have a powerful influence on the lives of older adults. The arts can uplift spirits, stir memories from the past, and facilitate cognitive processes and emotional expression. While there have been efforts to study the expressive effects of artwork, that is, the creating of artwork, little is known about the receptive effects older adults have when viewing artwork. The purpose of this study was to (a) explore the cognitive and emotional responses reported by older adults when viewing artwork reproductions, (b) reveal the progression of thoughts reported by older adults when viewing artwork reproductions, (c) discover elements of artwork that are perceived as beneficial by older adults, and (d) determine criteria for an artwork selection that is potentially most beneficial for older adults. A convenience sample of 26 community dwelling adults aged 65 and older were recruited from senior centers and apartment buildings through personal presentations and distributed/posted flyers. Single face-to-face, semi-structured interviews lasting 60 to 175 minutes were done to elicit the participants' thoughts and feelings while viewing eighteen 8½ x 11 reproductions of artwork by recognized artists. An interview guide provided a loose structure for the interview. The audio-taped interviews were transcribed verbatim and imported into QSR NVivo software to facilitate data management. Thematic analysis of the data was done to identify patterns across participants and across paintings. The findings showed that older adults experience a variety of cognitive and emotional responses when viewing artwork reproductions. While patterns were seen in the responses participants had to the artwork reproductions, viewing artwork is ultimately a unique interaction between the viewer and the artwork. The viewer sees in the artwork that which he or she knows. Recommendations give direction for artwork to be used in further studies to investigate the effect of artwork reproductions in promoting well-being, improving cognitive function, encouraging reminiscing, and establishing a communication bond between the older adult and health care provider.