OBJECTIVES: Mindfulness-based pain management programs (MBPMs) aim to improve mental and physical health in individuals with chronic pain. In this study, we investigated whether improvement in mental health might require (1) reduction in the sensory pain experience and brain correlates of that experience, and/or (2) improved perceptions of the controllability of pain and corresponding brain activity related to cognitive control and emotional regulation. METHODS: Twenty-eight patients with chronic pain were assessed and randomized into an intervention group (who attended an 8-wk MBPM) or a control group (treatment-as-usual), before being reassessed after 8 weeks. Outcome measures included clinical pain, perceived control over pain, mental and physical health, and mindfulness. Neural activity was measured during the anticipation and experience of acute experimental pain, using electroencephalography with source reconstruction. RESULTS: Improvements were found in the MBPM group relative to the control group in mental health, which related to greater perceived control of pain, but not to reductions in clinical or experimental pain ratings. Anticipatory and pain-evoked event-related potentials to acute experimental pain were decreased, but sources of these event-related potentials were estimated to be in regions that modulate emotional responses rather than pain intensity. Mental health and perceived control outcomes correlated with reduced anticipatory deactivations of dorsolateral prefrontal and somatosensory cortices. DISCUSSION: Increased activity in cognitive control regions of the brain during pain anticipation related to improved mental health and perceived control over pain, but not to decreased pain experience. Greater perceived control may therefore result from improved regulation of the emotional response to pain.