While elevated arousal is associated with memory enhancement, few studies have examined how alterations in arousal due to paced breathing influence memory formation. Viewing emotional stimuli tends to increase arousal and increase memory for subsequent neutral stimuli, an impact known as the emotional carry-over effect (Tambini, Rimmele, et al., 2017). The current study expanded on previous research by implementing paced breathing after viewing emotional images to alter arousal. To explore the impacts of paced breathing on memory, one hundred and seventy young adults viewed a block of emotional pictures and then viewed a block of neutral pictures while breathing at a slow-pace (E-N SPB), normal pace (E-N Normal), or fast-pace (E-N FPB). Control participants viewed neutral pictures and then neutral pictures while breathing at a normal pace (N-N Normal). Participants returned four hours later for a surprise recognition memory test. For both slow and fast-paced breathing, memory was better for Block 1 than Block 2, indicating that changing breathing pace led to decreased memory. For all groups, change in skin conductance levels (sympathetic nervous system response) were also higher for the Block 1 than Block 2. Alternatively, heart rate variability (sympathetic nervous system and parasympathetic nervous system) differed by breathing pace such that it increased for slow-paced breathing and decreased for fast-paced breathing. These results indicate that although slow-paced breathing activates the parasympathetic nervous system and mitigates physiological response, the distraction of changing breathing pace may reduce the emotional carry-over effect, yielding decreased memory when neutral information follows negative information.