Positive EEG deflections with the latency and scalp distribution of the P300 accompany startle in response to loud auditory stimuli in a non-task context. The purpose of this investigation is to determine if habituation would have effects on the P300 similar to those on the startle blink. Thirty-four normal 7 to 11-year-old boys from a startle habituation study had EEG recordings of sufficient quality to provide data for the current study. Startle was measured both as orbicularis oculi EMG and vertical EOG and P300 was recorded at Pz in response to 40,104 dB bursts of white noise presented at 23-s intervals. Both the startle response and the P300 habituated toward asymptotic levels after the first 28 trials, suggesting that both startle and the subsequent cognitive evaluation of the startling stimulus, reflected in the P300 response, are modulated by a common neurophysiological mechanism extrinsic to the direct startle pathway. A modest significant correlation between the P300 and the vertical EOG peak latencies for the initial trials suggests that the cognitive evaluation of the startling stimulus may also include evaluation of the reflex response to that stimulus. Analyses of the within-subject associations between startle and P300 initial amplitudes and rates of habituation showed that these parameters varied independently within the individual subject, suggesting that the P300 is not a component of the startle response. Rather, it reflects an evaluation of the startling stimulus, decreasing in amplitude as the surprising value of the startling stimulus decreases with habituation.