Little is know about the motivational factors influence Pavlovian contextual learning or the neural mechanisms that underlie that learning. It has recently been suggested that one such factor, water deprivation, enhances learning of contextual information and does so by altering the way the hippocampus functions. This project evaluates this suggestion by testing the ability of water depravation to (a) attenuate several well- known hippocampal-dependent contextual learning deficits and (b) enhance contextual blocking. This project also ask if a substantial delay in water delivery after a learning event is a important variable in determine if such attenuating are observed. In all experiments, water deprived rats are given water immediately or after a 1-h delay following contextual fear learning. Their behavior (freezing) is compared to that of non-deprived rats that have undergone the same training. Pavlovian learning has been a popular mechanism to explain the development of fear responses (e.g., phobias) in humans. The results of this project may suggest that a person's motivational status at the time learning influences the degree to which such fear responses develop.