The relations between anxiety states and autonomic functions are considered from the vantage of a model of the neural systems underlying anxiety and autonomic control. An important component of this model is the involvement of the basal forebrain cortical cholinergic system that is seen to play a crucial role in the cognitive aspects of anxiety, and the links between anxiety and autonomic regulation. An additional aspect of the model is the detailing of the routes by which autonomic reactivity and associated visceral afference can modulate more rostral components of the system. The proposed model offers a more comprehensive framework for research on the neurobiology of anxiety and autonomic control.