Multiple-unit activity in the reticular formation of the midbrain and pons was recorded in rabbits during discriminative conditioning of locomotor (wheel-running) avoidance behavior. The conditional stimuli (CS+ and CS-) were pure tones of different auditory frequency, and the unconditional stimulus (US) was a constant-current footshock (1.5-2.5 mA) delivered through the grid floor of the wheel. The pontine, but not the midbrain, sites manifested development during behavioral acquisition, of brief-latency (10-40-ms) discriminative neuronal discharges (i.e., greater discharges to the CS+ than to the CS-). The greatest magnitude of the discriminative discharges in the rostral pontine loci occurred in the first conditioning session. The discriminative response in the caudal loci developed more slowly, and it persisted to the criterial stage of training. Both rostral and caudal pontine loci, during the interval from CS onset to US onset, manifested a progressive build-up of neuronal firing in anticipation of the behavioral response. The occurrence in the rostral and caudal pontine areas, respectively, of early- and late-developing discriminative discharges is analogous to effects observed in past studies in the limbic mesocortical and thalamic systems. These findings provide a basis for establishing the possible functional relatedness or independence of these analogous effects.