The discontinuation of benzodiazepine treatment in patients with panic disorder may be associated with emergent withdrawal and anxiety symptoms, relapse of panic, and the inability to complete benzodiazepine taper. Although some patients may respond to slow taper strategies or the use of pharmacologic adjuncts, many continue to experience significant difficulties during benzodiazepine discontinuation. This paper presents a cognitive-behavioral conceptualization of benzodiazepine discontinuation difficulties, emphasizing "fear of fear" cycles. From this perspective the discontinuation process is seen as exposing panic disorder patients to somatic sensations associated with panic at a time when there is both increased anxiety and concern about re-emergence or worsening of panic episodes. As a consequence, patients may re-enter a cycle of catastrophic interpretations of symptoms, increased vigilance and fear, and panic. Cognitive-behavioral interventions may ameliorate discontinuation-associated difficulties and prevent the return of the panic disorder. Preliminary data supporting the efficacy of these interventions are described.