BAERs from 16 subjects during 3 sessions varied in the latency or amplitude of some components depending upon level of arousal as indicated by EEG patterns. There was a general tendency for activation to produce the fastest responses with the largest amplitudes and for drowsiness to produce the slowest responses with the smallest amplitudes. The latency of P2 was significantly prolonged during drowsiness, relative to those during relaxation or activation. For right-ear stimulation, P5 latency was longest during drowsiness, and shortest during activation while for left-ear stimulation the shortest latency occurred during relaxation. The amplitudes of Wave II and Wave VII were significantly smaller during drowsiness than during activation. Although the differences were below the level of clinical significance, the data indicate a modification in the characteristics of brainstem transmission as a function of concurrent activity in other brain areas.