The carry-over of emotional brain states can prospectively bias the encoding and recollection of unrelated neutral information (Tambini et al., 2017), but the influence of paced breathing after an emotional response is unknown. The current study examined the ability for paced breathing to alter psychophysiological response and influence memory formation by viewing a block of emotional pictures and then a block of neutral pictures while breathing at a slow, normal, or fast pace. Control participants viewed two neutral blocks, with normal paced breathing during the second block. This was followed by a delayed memory test. Breathing pace was associated with changes to psychophysiology. Heart rate variability increased for slow-paced breathing and decreased for fast-paced breathing. However, memory did not differ between slow- and fast-paced breathing. This may suggest that the shifting of goals associated with both slow- and fast-paced breathing may reduce the emotional carry-over effect.