Abstract: In 2 experiments, 35 undergraduates participated in the application of a long-interstimulus-interval differential conditioning paradigm with a confederate's videotaped expression of pain serving as the UCS. Facial EMG signals and skin conductance were recorded. Clear evidence of vicarious autonomic instigation and some evidence of facial excitation were obtained in Exp I, but vicarious autonomic and facial muscle conditioning were obtained only for the 50% of the Ss who were aware of the contingency between the CS+ and the model's pain. In Exp II, steps were taken to increase awareness of the contingency, and significant autonomic and facial muscle instigation and conditioning occurred. Both the vicariously instigated and conditioned autonomic responses involved skin conductance increases, but facial responses to the model's pain were different from conditioned facial responses. Autonomic and facial muscle data suggest that Ss were behaving as though they were anticipating shock when the CS+ was displayed to the model, and as though they were in pain when the model was being shocked. Vicariously aroused emotional reactions thus appear to be similar to those that would be elicited if the S were directly anticipating and receiving shock.