Recently, we reported that discrete (4-sec) olfactory cues paired with footshock serve as effective conditioned stimuli (CSs) for potentiating the acoustic startle response in rats using the fear-potentiated startle paradigm. Because odors are such salient cues for the rat, and because of the robust olfactory conditioning observed previously, the current studies investigated second-order fear conditioning using olfactory and visual cues. In Experiments 1 and 2, we used a small number of first-order and second-order training trials on separate days to investigate second-order fear-potentiated startle. Significant potentiated startle was observed in animals receiving Paired/Paired training in both studies, but surprisingly, control animals in the Unpaired/Paired group (Exp. 1) also showed significant potentiated startle to a light S2 at testing. These findings are addressed in the Discussion. Overall, the results of both experiments suggest that olfactory cues serve as efficient S1 and S2 stimuli in second-order fear-potentiated startle paradigms when only a small number of first and second-order training trials are presented.Recently, we reported that discrete (4-sec) olfactory cues paired with footshock serve as effective conditioned stimuli (CSs) for potentiating the acoustic startle response in rats using the fear-potentiated startle paradigm (Paschall and Davis 2002). In those studies, amyl acetate (5%) had no significant effect on startle in untrained rats, but potentiated startle in animals receiving 1, 2, 5, or 10 odor-shock pairings. Olfactory-mediated fear-potentiated startle decreased, but was still significant up to 40 d after conditioning, and could be measured using test trials separated by as little as 30 sec. Those studies confirmed a previous report by Richardson et al. (1999), showing that ambient odors are also effective CSs for potentiating the startle response. Because odors are such salient cues for the rat, and because of the robust olfactory conditioning observed previously, the current studies investigated second-order olfactory fear conditioning.Pavlov (1927) proposed that once a stimulus has been conditioned, it can serve the role of an unconditioned stimulus (US). In first-order Pavlovian conditioning, a previously neutral stimulus (i.e., a light), is paired with a biologically significant US that can be either aversive (i.e., footshock) or rewarding (i.e., food). The animal learns an association between the CS and the US, and later exhibits a conditioned response (CR) to that stimulus in the absence of the US. Conditioning of a second neutral stimulus (S2) with the previously conditioned (and now excitatory) firstorder stimulus (S1) is known as higher-order (or secondorder) conditioning. When later tested with S2, the animal exhibits a CR, although S2 was never paired directly with the US.The existence of second-order conditioning is important, as it increases the range of situations in which classical conditioning occurs, even without a primary unconditioned stimulus (cf. Domjan 1998...