While it is generally assumed that pathological anxiety states are associated with impaired cognition, surprisingly few studies have formally tested this theory. This is in marked contrast to the study of cognition in depression, where specific cognitive deficits have been delineated. A conceptual framework for the study of cognition. which we have previously utilized in studying the psychobiology of cognitive failure, may facilitate the study of cognition in pathological anxiety States. We propose that memory is not a unitary process; rather, it is composed of several psychobiologically distinct components, which may be specifically disrupted or spared. This differentiated approach to the study of cognition permits the comparison of disease or drug effects on specific cognitive processes and may allow a mapping of individual processes onto specific psychobiological determinants. In this framework, change in cognitive performance may be related to alterations in “intrinsic” cognitive processes or noncognitive “intrinsic” processes. “Intrinsic” processes include the memory of specific biographical or contextually-related recent events (episodic memory) and the memory of previously acquired knowledge, language, procedures and rules (knowledge memory) Processes that require effort and cognitive capacity and those that can be performed more automatically may characterize “intrinsic” memory function. “Extrinsic” modulatory processes include mood, sensitivity to reinforcement,arousal/activation, and sensorimotor capabilities. Findings in patients with depression, Alzheimer's disease and Korsakoff's disease, as well as findings in individuals who have received benzodiazapines, anticholnergic medications, or corticosteroids highlight the utility of this framework and support the notion that these component processes of memory are psychobiologically distinct. Memory-testing paradigms based on this framework may further our knowledge of the specific cognitive alterations that are associated with States of pathological anxiety.