Learning to fear dangerous situations requires the participation of neurons of the amygdala. Here it is shown that amygdalar neurons are also involved in learning to avoid dangerous situations. Amygdalar lesions severely impaired the acquisition of acoustically cued, discriminative instrumental avoidance behavior of rabbits. In addition, the development of anterior cingulate cortical and medial dorsal thalamic training-induced neuronal plasticity in the early stages of behavioral acquisition was blocked in rabbits with lesions. The development of training-induced neuronal plasticity in the medial dorsal and anterior thalamic nuclei in late stages of behavioral acquisition was also blocked in rabbits with lesions. These results indicate that the integrity of the amygdala is essential for the establishment of both early and late training-induced cingulothalamic neuronal plasticity. It is hypothesized that amygdalar traininginduced neuronal plasticity in the initial trials of conditioning represents a substrate of learned fear, essential for the early and late cingulothalamic plasticity that is involved in mediation of acquisition of the instrumental avoidance response.Key words: limbic thalamus; cingulate cortex; amygdala; learning; operant conditioning; anterior ventral nucleus; medial dorsal nucleus Much information concerning the neural mediation of learned behavior has been provided by studies using the "model system" approach. These studies focus effort on the analysis of a single learning paradigm in a particular species (Carew et al., 1984;Steinmetz and Thompson, 1991;Gabriel, 1993). The present study continues an analysis of discriminative avoidance, wherein rabbits learn to step in an activity wheel in response to a tone that predicts foot shock, and they learn to ignore a different tone that does not predict foot shock.Past studies using lesions and multisite recording of neuronal activity have demonstrated that the cingulate cortex and the interconnected medial dorsal (MD) and anterior thalamic nuclei are essential for learning, and that neurons in these areas exhibit massive training-induced neuronal plasticity during learning (for review, see Gabriel, 1993). The thalamic training-induced neuronal plasticity does not depend on cerebral cortical afferents, because lesions in projecting cingulate cortical and hippocampal formation areas did not interfere with, indeed they enhanced, the development of the thalamic plasticity (Gabriel et al., 1987.Here, we tested the hypothesis that the integrity of the amygdala is essential for the development of training-induced plasticity in the anterior cingulate cortex and MD nucleus. This hypothesis was based on the following results: (1) the traininginduced plasticity of amygdalar, anterior cingulate cortical and MD thalamic neurons develops in parallel, in the early stages of learning; the plasticity in these areas diminishes as asymptotic levels of performance are attained (Applegate et al., 1982;Pascoe and Kapp, 1985;Nishijo et al., 1988;Gabriel, 1990;Maren et al...