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Of all frontocortical subregions, the anterior cingulate cortex (ACC) has perhaps the most overlapping theories of function.^1-3 Recording studies in rats, humans, and other primates have reported diverse neural responses that support many theories,^4-12 yet nearly all these studies have in common tasks in which one event reliably predicts another. This leaves open the possibility that ACC represents associative pairing of events, independent of their overt biological significance. Sensory preconditioning¹³ provides an opportunity to test this. In the first phase, preconditioning, value-neutral sensory stimuli are paired (A?B). To test whether this was learned, subjects are given standard conditioning during which one of the previously neutral sensory cues is paired with a biologically meaningful outcome (B?outcome). During the final probe test, the neutral cue which was never paired with a biologically meaningful outcome is presented alone (A?) and will elicit a conditional response, suggesting that subjects had learned the associative structure during preconditioning and use that knowledge to infer presentation of the biologically relevant outcome (A?B?outcome). Inference-based responding demonstrates a fundamental property of model-based reasoning^14,15 and requires learning of the associations between neutral stimuli before rewards are introduced.^16-19 ACC neurons developed firing patterns that reflected the learning of sensory associations during preconditioning, even though no rewards were present. The strength of these correlates predicted rats' ability to later mobilize and use that associative information during the probe test. These results demonstrate that clear biological significance is not necessary to produce correlates of learning in ACC.