A meta-cognitive classification and analysis of factors contributing to the development of problematic worry is presented. Dimensions of meta-beliefs, meta-worry, cognitive consciousness, and strategies can be distinguished. A cognitive model of Generalized Anxiety Disorder is advanced based on this framework in which GAD results from an interaction between the motivated use of worry as a coping strategy, negative appraisal of worry, and worry control attempts. These factors result from combinations of dysfunctional meta-beliefs and contribute to subjectively diminished cognitive control. The model presents new implications for a cognitive therapy of GAD, and these are illustrated with a single case treatment study.