Rationale. This study investigated if health anxious individuals have chronically aroused illness-related concerns or if these concerns remain latent, only to be activated when first primed by illness-related stimuli. To test these alternatives this study examined whether participants, with varying levels of health anxiety, differed as to their (a) performance on an emotional Stroop task that included health-related words, (b) memory tasks (free recall and recognition tasks), and (c) the participants' dream content, after either being exposed, or not exposed, to an illness-related trigger. Hypotheses. If illness concerns are chronically activated in health anxious individuals, then participants will perform worse on the Stroop task, remember more illness-related words on the memory tasks, and have more dreams about illness than the non-health anxious participants, regardless of priming. However, if these concerns are latent, then the health anxious participants will only perform worse on the Stroop, remember more illness-related words, and have more illness-related dreams, after the priming. Method. After listening to either an excerpt of an illness-related story (n=85), or an excerpt from a story not dealing with illness (n=85), participants completed the emotional Stroop task, followed by a free recall task, and then a recognition task. Participants also recorded their dreams two nights prior to listening to the assigned excerpt and on the night following listening to the excerpt to determine the influence that priming might have on dreaming. Results. Performance on the Stroop task was not significantly related to either group designation or to the participants' level of health anxiety. Similarly, illness-related dream content and performance on the recall task were also not significantly related to these factors. Participants with higher levels of health anxiety, regardless of group designation, made more false positive responses to illness-word stimuli during the recognition task, but this was also true for all the other word categories as well. Discussion. Additional research is needed to help clarify differences between these results and the results from similar studies investigating attention, memory, and other cognitive factors in health anxiety.