Rat fetuses were exposed to an odor stimulus on day 20 of gestation via amniotic injection and then injected with LiCl. In a CER paradigm, 10 day old pups were trained to approach an anesthetized dam in a runway for suckling reinforcement. When running speeds had stabilized the odor stimulus experienced in-utero was introduced into the test chamber. This odor took on aversive properties as a function of its pairing with LiCl, as evidenced by a decrease in running speed on CER trials and increases in the number of trials that were terminated because pups failed to traverse the runway. These data indicate that the fetal rat is capable of odor aversion learning.