The nictitating membrane response (NMR) of 20 rabbits was conditioned to light and white noise conditional stimuli (CSs) using a periorbital shock unconditional stimulus (US). Unilateral lesions of the cerebellar cortex, sparing the underlying deep nuclei, were then made. Small lesions of cerebellar cortical lobule HVI abolished conditioning on the side of the lesion to both CSs leaving unconditional responses to the US intact. Larger lesions of the posterior lobe which spared HVI did not impair NMR conditioning. We conclude that cerebellar lobule HVI is essential for NMR conditioning in the rabbit. Degeneration following critical lesions of HVI was seen in a restricted region of the inferior olive - the medial part of the dorsal accessory olive and the adjoining medial part of the dorsal leaf of the principal olive. This region of the olive provides somatosensory information from the face to HVI. We suggest that HVI receives information related to the US via climbing fibres from the olive and CS information via mossy fibres from the pontine nuclei. The critical changes underlying NMR conditioning may be the association of these two inputs at the Purkinje cells of cortical lobule HVI.