fMRI was used to study human brain activity during Pavlovian fear conditioning. Subjects were exposed to lights that either signaled painful electrical stimulation (CS+), or that did not serve as a warning signal (CS-). Unique patterns of activation developed within anterior cingulate and visual cortices as learning progressed. Training with the CS+ increased active tissue volume and shifted the timing of peak fMRI signal toward CS onset within the anterior cingulate. Within the visual cortex, active tissue volume increased with repeated CS+ presentations, while cross-correlation between the functional time course and CS- presentations decreased. This study demonstrates plasticity of anterior cingulate and visual cortices as a function of learning, and implicates these regions as components of a functional circuit activated in human fear conditioning.