Infant altricial species learn to prefer stimuli paired with pain, presumably due to the importance of learning to prefer the caregiver regardless of the qual ity of care. This attenuated avoidance/fear learning appears due to low corticosterone (CORT), which keeps the amygdala ‘‘dormant’’. Indeed, simply increasing CORT permits amygdala plasticity and fear conditioning. Here we assess whether CORT also activates the locus coeruleus (LC) and increases NE via amygdala CRF efferents to the LC. In all experiments, PN7–8 pups received 11 pairings of odor-0.5 mA shock and were tested the next day for an odor preference/aversion (Y-maze). 14C 2-DG was used for neural assessment during conditioning. In Experiment 1, we found that the CORT induced odor aversion was correlated with olfactory bulb activation. Since this neural change is usually dependent upon increased NE and limited to neonates, we next assessed the pathway from the amygdala to the LC. In Experiment 2, we directly infused CORT into the lateral amygdala that activates the CRF efferents to the LC and an odor aversion was again obtained. In Experiment 3, we infused CRF directly into the LC, which produced an odor aversion and an increase in olfactory bulb NE (microdialysis). Pups with control LC vehicle infusions continued to acquire the age characteristic shock-induced odor preference. These results suggested that early activation of the amygdala dependent fear system can be precociously induce in neonates, although this is done in concert with the neonatal NE olfactory bulb learning system. [RMS Funding NSF IBN0117234, NICHD HD33402, OCAST]