Rabbits received either bilateral lesions of the far lateral hypothalamus (LH), or sham-operate lesions. After recovery from surgery the animals were exposed to Pavlovian conditioning in which eyeblink (EB), electromyographic (EMG), and heart rate (HR) conditioned responses (CRs) were recorded. Adaptation, acquisition and extinction training were studied. Subsequent to conditioning, free-field activity, paraorbital electric shock thresholds, and HR unconditioned responses (URs) were measured. At the end of behavioral testing forebrain norepinephrine (NE), dopamine (DA), an serotonin (5-HT) concentrations were assessed. Animals with LH lesions did not differ from controls on EB responding during either adaptation or acquisition. However, lesioned animals revealed more EB CRs during extinction than control animals. EMG CRs were minimal in both groups of animals. Lesioned animals showed smaller HR changes than control animals during all phases of training, although HR CRs tended to consist of bradycardia in all animals. No differences were observed in either shock thresholds or open field activity as a result of LH lesions. Cortical and hippocampal 5-HT and NE concentrations were significantly depleted in lesioned as compared to control animals. These findings were interpreted within the framework of the phasic control of attention by midbrain modulation of forebrain structures; however, the interruption of downward going fibers which mediate brain stem cardiac control cannot be ruled out.