In Aplysia fasciata, the sea hare, shock paired with moderate increases or decreases in the seawater concentration leads to pairing-specific increases in the respiratory pump rate in response to the same solutions an hour later. A common neural circuit underlies learned changes to increased and decreased seawater concentration, as shown by complete generalization of learning between these stimuli. Different neural circuitry controls learning after pairing a shock with pH 7 seawater, as shown by a lack of generalization of learning to this stimulus. Preexposure to strong changes in the seawater leads to sensitization of respiratory pumping. The hypothesis was tested that associative learning and sensitization arise from activation of common pathways. However, patterns of generalization of sensitization elicited by preexposure to altered seawaters differ from those produced by associative learning.