This study measured relationships between defensiveness, anxiety, and auditory-evoked potentials to tones of varied intensity. Subjects were designated as defensive if they scored > or = 7 on the L-scale of the Eysenck Personality Questionnaire, and high-anxious if they scored > or = 11 on the N-scale. Four groups resulted: 'high anxious', 'defensive high anxious', 'repressors' (i.e., defensive low anxious) and 'low anxious'. Evoked potentials were recorded from FZ, CZ, PZ, C3, C4, T3 and T4, referenced to linked ears in response to 74, 84, 94 and 104 dB SPL tones. High-defensive subjects showed lower P2 amplitudes to the 94 and 104 dB tones and lower amplitude/intensity slopes at FZ, CZ, C3 and C4. High-anxious subjects showed lower P2 amplitudes to all four stimulus intensities at FZ, CZ and PZ. The results are consistent with the hypothesis that defensiveness is associated with desensitization to intense or painful stimulation.