The effects of telencephalic ablation on the habituation of cardiac arousal responses in goldfish was studied. The ablation was performed either by ligating the telencephalon of habituated fish between stimulus presentations or by aspiration prior to habituation. The former technique caused dishabituation; the latter, a slower rate of habituation than that of sham-operated controls. The habituation deficit incurred by surgical ablation was found to decline with time, being small after 2 wk. The results are discussed in relation to other telencephalic involvements in behavior and to the plasticity of other parts of the brain which enables them to assume telencephalic functions.