Using the New Zealand albino rabbit as an animal model, it has been determined that the medial prefrontal cortex is intimately involved in, and may be necessary for, acquisition of classically conditioned bradycardia. The interconnected nuclei of the medial thalamus, most notably the mediodorsal nucleus, conversely appear to be associated with the development of the tachycardia that accompanies classical conditioning of the eyeblink and nictitating membrane response. Neuroanatomical, electrophysiological, brain stimulation, and lesion data are reviewed, which support the conclusion that the prefrontal-thalamic axis is intimately involved in acquisition of classically conditioned visceral changes.