Two studies are described which used think-aloud (Study 1) and verbal thought-listing (Studies 1 and 2) procedures to assess preadolescent children's self-talk under conditions of mild anxiety. The self-talk reported was coded into six theoretically meaningful categories and the relationship between self-talk type and anxiety (state and trait) examined. Increased levels of anxiety were associated with higher rates of negative self-talk, but not clearly associated with other types of self-talk. These results suggest negative self-talk plays a role in the generation or maintenance of anxiety in normal children. From the data, it is unclear to what extent perceived task difficulty contributes to the relationship between trait anxiety and negative self-talk. Assessment of self-regulation (Study 1) identified higher levels of anxiety in children reporting awareness of strategies for managing their anxiety.