ABSTRACT In an attempt to detail cognitive processes during anxiety and sexual arousal, 16 heterosexual males were presented with brief erotic audiotapes simultaneous with four levels of shock threat (no shock, half tolerance, tolerance, and twice tolerance threat). Subjects were instructed to pay close attention to the audiotapes, following which a sentence recognition task was administered to assess stimulus‐focused attention. Additionally at these times, they were given a thought‐listing task and completed a series of affect ratings. Tumescence and subjective arousal were monitored continuously during the erotic stimuli. Results revealed that tolerance shock threat decreased tumescence (p<.05). In contrast, recognition memory was greatest during tolerance shock threat and diminished during twice tolerance shock threat, which also produced increased reports of emotional stales. Issues regarding the relation between cognition and sexual arousal are discussed, including implications for understanding sexual dysfunction.