Using magnetoencephalography (MEG), we determined the time course of sensory-evoked modulations during differential aversive conditioning to faces, with an aversive noise event (UCS). Conditioning was associated with the development of a differential event-related waveform peaking at approximately 150 ms. Source analysis indicated the localization of this modulation to ventral occipital regions. In the auditory domain, a modulation of auditory-evoked responses to a probe sound was evident in a late component emerging at approximately 180 ms over sensors in fronto-temporal regions. The findings indicate the time course in processing sensory stimuli can be altered on the basis of their acquired value.