Learning, the foundation of adaptive and intelligent behavior, is based on plastic changes in neural assemblies, reflected by the modulation of electric brain responses. In infancy, auditory learning implicates the formation and strengthening of neural long-term memory traces, improving discrimination skills, in particular those forming the prerequisites for speech perception and understanding. Although previous behavioral observations show that newborns react differentially to unfamiliar sounds vs. familiar sound material that they were exposed to as fetuses, the neural basis of fetal learning has not thus far been investigated. Here we demonstrate direct neural correlates of human fetal learning of speech-like auditory stimuli. We presented variants of words to fetuses; unlike infants with no exposure to these stimuli, the exposed fetuses showed enhanced brain activity (mismatch responses) in response to pitch changes for the trained variants after birth. Furthermore, a significant correlation existed between the amount of prenatal exposure and brain activity, with greater activity being associated with a higher amount of prenatal speech exposure. Moreover, the learning effect was generalized to other types of similar speech sounds not included in the training material. Consequently, our results indicate neural commitment specifically tuned to the speech features heard before birth and their memory representations. mismatch negativity | event-related potentials D uring the fetal period the brain undergoes extensive developmental changes as new synapses are formed (1) and axonal connections between neurons are myelinated (2), facilitating efficient recognition and analysis of complex information. In audition, the functional maturation of the developing nervous system is driven by external input, which is evidenced by, for instance, the rapid reorganization of the auditory cortex by external stimuli soon after the onset of hearing in rats (3). This was suggested to occur in humans usually by the gestational age of 27 wk (4). Such plastic changes in neural assemblies during early development indicate that humans have some learning capability even before birth (5, 6). However, this learning capability may be based predominantly on the discrimination of low-pitched sounds that can penetrate the intrauterine walls (7-9). This lowpitch information may play an important role in early speech discrimination of newborns (10) by facilitating learning to segment incoming speech into meaningful units.Consistent with this, previous behavioral studies have shown that fetuses become attuned to a variety of features of the surrounding auditory environment. For example, fetuses habituate to the native language of the environment or of the mother (11, 12), familiar melodies (13) or fragments of stories heard during pregnancy (14), and even the mother's voice (15). In addition to learning-based habituation involving the laterobasal amygdala only (16), fetuses, for example, react differently to native and nonnative vowels (17) or f...