Latent inhibition refers to the fact that the formation of a conditioned association between a conditioned and an unconditioned stimulus is delayed by prior exposure to the conditioned stimulus. Latent inhibition is often investigated in the context of the conditioned emotional response, in which a tone serves as the conditioned and a footshock as the unconditioned stimulus. Such a paradigm was used for the present experiments in which some rats had been pre-exposed to the tone. Two hours after a subsequent exposure to the tone, c-fos immunocytochemistry was used to map activated brain areas. The density of immunoreactive neurones was measured in brain areas involved in audition, fear, stress and memory. For the basic conditioning group, pre-exposure to the tone decreased the density of labelled cells in the auditory system, areas involved in fear and stress and a number of limbic areas, namely the amygdala, the Ammon's horn of the hippocampus and the entorhinal cortex. In contrast, the density increased in three limbic areas: the dentate gyrus, the subiculum and the nucleus accumbens. Taken together, these data suggest that latent inhibition corresponds to alterations of sensory processing which renders difficult to state about the alteration of the transfers of the sensory information to structures involved in the control of emotional responses. As some brain areas show a specific increase of activity in cases of latent inhibition, further studies will investigate how the latter brain areas contribute to the other cell density alterations reported in this study and to the latent inhibition phenomenon itself.