Emotion regulation difficulties among nonclinical uncued panickers were examined in two studies. In Study 1, participants with a recent history of uncued panic attacks (n=91), compared to a nonpanic sample (n=91), reported significantly greater levels of experiential avoidance, lack of emotional acceptance, and lack of emotional clarity. In Study 2, a subset of uncued panickers and nonpanickers from Study 1 (n=17 per group) viewed positive and negative emotion-eliciting film clips. Despite comparable levels of self-reported distress and physiological arousal, panickers reported using more emotionally avoidant regulation strategies during both film clips. Panic participants also responded with greater negative emotion to the positive emotion-eliciting clip. Results are discussed in terms of their research and clinical implications.