Respiratory dysfunction is a common complication of stroke, with an incidence more than 60%, leading to prolonged recovery and increased mortality. Despite the high prevalence of stroke induced respiratory dysfunction (SIRD) little is known regarding how SIRD influences recovery and cognitive outcomes after ischemic stroke. Studies in non-stroke populations have shown that individuals with respiratory dysfunction are drastically more likely to develop cognitive impairment. We propose stroke will induce chronic respiratory dysfunction, instability, and apnea in mice, which are linked to higher mortality and greater post-stroke cognitive deficits. Respiratory dysfunction will be related to progressive cognitive decline following middle cerebral artery occlusion (MCAo) that is worse in aged mice. Whole body plethysmography was performed on C57/B6 young (2-3 month)/aged (20 month) male mice to establish baseline frequency (BPM), tidal volume, minute ventilation and apnea frequency. Animals were exposed to a variety of gas conditions to assess the contribution of peripheral and central chemoreceptors. Mice were subjected to 60 MCAO, producing chronic respiratory dysfunction, instability and apnea, or sham surgery. Days 3, 7 and weekly thereafter plethysmography and a variety of cognitive tests were performed to track respiratory dysfunction and progressive cognitive decline. Young and aged mice displayed hypoventilation (young stroke 181.4±22 vs. sham 264±35 bpm p<.05 and aged stroke 233.7±46.6 bpm vs. sham 369.4±25.9 p<.05) and increased apneas (young stroke 6.8±1.2 vs. 0.8±.8 apnea/min p<.01; aged stroke 16±1 vs. 12±1.5 apneas/min) at day 3 post-stroke. Six weeks later mice were stratified based on # apneas/min into minor (<5 apneas/min N=8) and moderate/severe (>5 apneas/min N=3). Mice with minor apneas perform better in a variety of cognitive tests. Fear conditioning (freezing behavior minor 1.47±.24s/event vs. mod .74±.07s/event, p=.02), Barnes maze: Escape time minor 158.5±35.2 sec vs. 217.9±82. NORT: ratio time novel/familiar object minor 2.2±.6 vs. 1.1±.3. Suggesting incidence of apneas as an indicator of cognitive decline. Therefore, the treatment of respiratory instability is a viable prospect to improve cognitive outcomes.