This study was designed (1) to characterize the extent and nature of sleep complaints of chronic pain patients and (2) to examine the factors that predict sleep quality. A heterogeneous sample of 51 outpatients with benign, chronic pain was recruited from newspaper and pain clinic advertisements. Patients completed a variety of self-report instruments including the Multidimensional Pain Inventory, the Pittsburgh Sleep Quality Index, the Pre-Sleep Arousal Scale, and the Beck Depression Inventory. Sleep complaints were reported by 88% of the sample. Presleep cognitive arousal, rather than pain severity, was found to be the primary predictor of sleep quality.