Habituation of acoustically evoked heart rate responses and retention of this habituation was studied in functionally decorticate rats. An improved technique to induce cortical spreading depression (CSD) resulted in a pronounced and continuous depression of electroencephalographic activity. In Experiment 1, short-term habituation (STH) was demonstrated in decorticate rats and surgical controls; long-term habituation (LTH, 24 hr) occurred only in intact animals. In Experiment 2, only CSD groups were used. As in the first experiment, STH but not LTH was obtained under CSD. However, there was clear evidence that habituation could be retained subcortically for 30 min. It is concluded that the rat's cortex is not necessary for habituation of acoustically evoked heart rate responses and retention of this habituation over a moderately long interval. However, the results suggest that the cortex is involved in LTH and that the neuronal substrates of STH and LTH are, in significant part, different.