The effect of inhibiting the orienting response on information processing was examined in four experiments. A nonsignal auditory stimulus was presented four times to preweanling rats either 30 sec or 15 min after they had been placed in an unfamiliar environment (Experiments 1A and 2), shocked (Experiment 1B), or experienced a shift in environmental context (Experiment 1C). Both an autonomic (heart rate) and a behavioral component of the orienting response to the novel stimulus were recorded. In the 15-min condition, the auditory stimulus elicited a consistent orienting response on the first trial that habituated rapidly with successive trials. In contrast, the auditory stimulus did not elicit a detectable orienting response in the 30-sec condition on any of the four trials. However, when the auditory stimulus was re-presented after a brief retention interval, a comparable level of habituation was seen in both groups. These results demonstrate that animals in the 30-sec condition detected, attended to, and encoded the auditory stimulus even though they did not orient, either autonomically or behaviorally, to that stimulus when it was first presented. This process of response-independent habituation is best described as latent habituation. Like latent learning, latent habituation took place in the absence of any observable change in behavior. The implications of this effect for current theories of habituation and of the orienting response are discussed.