Multiunit activity (MUA) was recorded chronically in the hippocampus (CA3) and the medial geniculate body (mMG) during habituation to a tone followed by conditioning (tone paired with footshock) or pseudoconditioning (tone/footshock unpaired) in rats previously trained in a lever-pressing for food task (VI 60). In the conditioned group pairing tones with footshocks rapidly induced an increase in the initial CS-evoked response in the mMG, followed by the emergence of a hippocampal response and a marked conditioned suppression of lever-pressing to the tone. In contrast, in the pseudoconditioned group, the stimulus induced only transient cellular changes in the hippocampus and in the mMG, while no behavioral suppression to the tone could be seen. Moreover, presentations of the CS 45 days later induced multiunit and behavioral responses in both structures, only in the conditioned group. These results are used for discussion of the role of learning-induced changes in the sensory structure (mMG) as compared with changes in an associative structure (hippocampus), during acquisition and retention of a conditioned response.