This review begins with a description of some problems that in recent years have beset an influential circuit model of fear-conditioning and goes on to look at neuroanatomy that might subserve conditioning viewed in a broader perspective, including not only fear, but also appetitive, conditioning. The paper then focuses on basal forebrain functional-anatomical systems, or macrosystems, as they have come to be called, which Lennart Heimer and colleagues described beginning in the 1970's. Yet more specific attention is then given to the relationships of the dorsal and ventral striatopallidal systems and extended amygdala with the dopaminergic mesotelencephalic projection systems, culminating with the hypothesis that all macrosystems contribute to behavioral conditioning.There is tremendous current interest in the neurobiological mechanisms underlying conditioned fear stemming in large part from an increasing prevalence in American culture of anxiety and panic disorders, not to mention PTSD 1 . By 2000, the relevant brain circuitry had seemed to be satisfactorily described 2 , but a number of serious caveats had been voiced the preceding year 3 , and an unraveling process accelerated thereafter. Indeed, current theory on the neural substrates of fear conditioning has entered into a state of reassessment 4 .The essential elements of fear conditioning are described by the observation that pairing neutral and fear-arousing stimuli causes the neutral one to gain meaning such that it can then drive an organism's voluntary and involuntary actions. Thus, behaviorally, rats exposed to a brief tone followed immediately by a footshock will soon, frequently after a single trial, come to "freeze" upon hearing the tone. In LeDoux's 2 model of this phenomenon, neuroplasticity reflecting the attachment of "significance" to a neutral stimulus, i.e., heralding the transformation of neutral to conditioned stimulus (CS), occurs in the amygdala, specifically its lateral nucleus (LA). According to LeDoux's model, LA projects to another part of the amygdala, the central nucleus (CeA), which, in turn sends out divergent descending projections to somatic and autonomic motor effectors in the brainstem, eliciting behavioral freezing and accompanying autonomic responses. Consistent with the model, [1] sensory inputs bearing information about the aversive and neutral (to be conditioned) stimuli converge in LA 5 , and [2] an increase in the efficacy of CS-related synapses corresponds to conditioning [6][7][8] . But, soon it was realized that the CeA consists of two parts, a medial division (CeAm) from which most of its descending projections arise and to which LA does not project, and a lateral one (CeAl) to which it does. While CeAl projects to CeAm and thus might serve as a relay interposed between LA and CeAm, the CeAl to CeAm projection is nearly exclusively inhibitiory (GABAergic) and thus would inhibit rather than activate outputs to brainstem. The model was accordingly adjusted to emphasize instead a projection from LA to amygda...