This study examined the cerebral response to a verbal learning (VL) task in obstructive sleep apnea (OSA) patients. Twelve OSA patients and 12 controls were studied with functional magnetic resonance imaging (FMRI). As hypothesized, VL performance was similar for both groups, but OSA patients showed increased brain activation in several brain regions. These regions included bilateral inferior frontal and middle frontal gyri, cingulate gyrus, areas at the junction of the inferior parietal and superior temporal lobes, thalamus, and cerebellum. Better free recall performance in the OSA group was related to increased cerebral responses within the left inferior frontal gyrus and left supramarginal area. Recall was negatively related to activation within the left inferior parietal lobe. The findings support the predictions that intact performance in OSA patients is associated with increased cerebral response. Recruitment of additional brain regions to participate in VL performance in OSA patients likely represents an adaptive compensatory recruitment response, similar to that observed in young adults following total sleep deprivation and in healthy older adults. These data, and those of the only other FMRI study in OSA, suggest that individuals with OSA show characteristic differences in the BOLD signal response to cognitive challenges. Including subjects with untreated OSA in neuroimaging studies may potentially influence the results by altering individual and group level activation patterns. Given this, future neuroimaging studies may want to be aware of this potential confound.