DescriptionAssociative mechanisms allow organisms to learn which stimuli in the environment predict danger. Such learning allows the brain’s sensory systems to increase their sensitivity to ecologically-critical stimuli or optimize discrimination between threat-predictive and neutral stimuli. Here, we used discriminative aversive conditioning in human subjects to explore these interactions between sensory processing and learning. Prior to conditioning we used a triangle task to assess each subject’s ability to discriminate between a pair of very similar odorants and categorized them as baseline discriminators or non-discriminators. Each subject then underwent discriminative conditioning consisted of 8 trials of one of the odorants (the CS+) paired with a co-terminating mild wrist-shock and 8 trials of the other odorant (the CS-) presented alone. Odorants were counterbalanced across subjects and trials were presented in random order. Odorant-evoked skin conductance responses (SCR) were recorded throughout conditioning. Subjects very quickly (within the first few trials) developed a preferential enhancement of the SCR evoked by the CS+ odorant, including the group of non-discriminators that performed poorly on the baseline olfactory assessment. Post-conditioning perceptual testing on a subset of these subjects revealed that these non-discriminators exhibited an impressive improvement in their ability to discriminate the two odorants compared to their own pre-conditioning baselines. Control groups receiving odors without shocks or shocks without odors showed no differential SCR and no improvements in perceptual discrimination. Interestingly, a subset of participants with relatively high levels of trait anxiety (assessed via the State-Trait Anxiety Inventory) exhibited much less difference in the SCR to the CS+ and CS- after conditioning compared to participants with normal levels of trait anxiety, which is consistent with previous reports. The results of this study highlight the capacity of the olfactory system for rapid plasticity in response to fear learning.