A relationship between fetal heart rate (HR) and cognition is explored within the context of infant, child and adult studies where the association is well established. Lack of direct access to the fetus and maturational changes limit research paradigms and response measures for fetal studies. Nevertheless, neural regulation of HR shows a number of parallels with adult regulation, albeit immature. Discrimination, habituation and learning of auditory stimuli provide evidence of a relationship between fetal HR and cognition. Fetuses discriminate speech sounds, demonstrating a HR decrease to a stimulus change, indicating attention/orienting. They show habituation, a novelty response and dishabituation of a HR response to complex sounds and faster habituation over intervals of 10 min and 24 h, indicating memory. Differential HR response to the familiar mother's versus a novel stranger's voice and to a familiar versus novel passage demonstrate learning, suggesting that neural networks sensitive to the properties of ubiquitous environmental sounds are being formed before birth. (Contains 1 note.)