Two experiments were conducted to examine the effects of US preexposure on differential conditioning of the rabbit's nictitating membrane response. Both experiments consisted of three phases: a 10-day US preexposure phase, a 7-day differential conditioning phase, and a 3-day retardation of learning test for inhibition. In Experiment 1, US preexposures retarded the development of excitation to CS+ but facilitated the development of inhibition to CS-. In Experiment 2, half of the preexposed subjects received the preexposures in one experimental environment and differential conditioning in a second environment. The remaining preexposed subjects received both phases in a single environment. Retarded excitatory and facilitated inhibitory conditioning were observed only in the preexposed subjects that received both phases in the same environment. Rabbits that received a context shift performed at control levels. The results are discussed in terms of current theories of US preexposure effects, and the best account was provided by a modified associative theory.