A conditioned taste aversion (CTA) is a form of classical conditioning in which animals avoid a taste (conditioned stimulus; CS) which has been previously paired with a treatment (unconditioned stimulus; US) that produces transient illness. Recently, a reliable cellular correlate of the behavioral expression of a CTA was identified using c- Fos immunostaining as a marker of neuronal activation. Exposure to a saccharin solution (CS) which had previously been paired with lithium chloride (LiCl; US) induced significant c-Fos-like immunoreactivity (c- FLI) in the intermediate zone of the nucleus of the solitary tract (NTS), a response that was quite similar to that displayed following administration of LiCl alone. The present studies employed a variant of the chronic decerebrate rat preparation to explore whether circuitry intrinsic to the brainstem is sufficient for the induction of c-FLI in both as an unconditioned response to the LiCl and as a conditioned response to the saccharin. Using chronic hemidecerebrate rats, which have a unilateral brain transection at the level of the superior colliculus, we found that the unconditioned c-FLI to LiCI was unaltered by the transection, while the conditioned expression of c-FLI to the CS taste was evident only on the side of the NTS which retained neural connections with the forebrain. These findings strongly implicate forebrain input in this cellular correlate of CTA learning and also indicate that the pathways mediating the response to the US (LiCl) and the CS (saccharin) differ.