Emotions and attention have been shown to influence the perception of pain and several psychophysiological studies have suggested an implication of descending modulatory mechanisms to explain these effects. However, the specificity of the neurophysiological mechanisms underlying the emotional and attentional modulation of pain still remains unclear. In order to differentiate the supra-spinal and spinal mechanisms involved in emotional and attentional modulation of pain, we measured pain perception (self-ratings) and the RIII reflex in healthy volunteers during the presentation of pleasant, unpleasant and neutral pictures, as well as during a baseline condition with no visual distractor (Experiment 1). In a second experiment, we manipulated the emotional arousal induced by pleasant and unpleasant pictures in order to compare more directly the effects of distraction and arousal. Whereas emotional valence influenced pain and the amplitude of the RIII reflex in the same direction (negative > positive), distraction by neutral pictures reduced pain but increased the RIII reflex relative to baseline. Increased arousal further potentiated the effects of negative valence on both pain and the RIII reflex and the effects of positive emotions on pain, as previously reported. However, arousal did not potentiate the inhibitory effect of positive pictures on the RIII and seems insufficient to account for the effect of distraction on the RIII. Overall, these data provide further evidence that attention and emotion modulate pain through partially dissociable neurophysiological mechanisms.