Twenty patients with panic attacks and ten controls were given a standardised interview about thoughts occurring during times of anxiety or panic attacks. The interviewer was blind to the subject's diagnosis. The 20 panic patients underwent a psychophysiological test battery which included a cold pressor test, mental arithmetic task, and 5.5% CO2 inhalation. More patients than controls reported thoughts centred on fears of losing control and shame when anxious. Panic patients rated their thoughts as stronger and clearer than did controls and they had more difficulty excluding them from their minds. A feeling of anxiety preceded anxious thoughts in patients. This suggests that ‘faulty cognitions' are not the initial event in a panic attack, although anxious thoughts may exacerbate or maintain them. Significant correlations were found between the intensity of anxiety-related thoughts in anticipation of mental arithmetic and changes in diastolic blood pressure and heart rate during mental arithmetic.