Fast habituation of the long-latency, vertex-recorded auditory evoked potential (AEP) peaks in humans was first described by Callaway (1973) as a reduction in AEP amplitude that occurs to the second of a pair of acoustic stimuli when both stimuli are presented with an interstimulus interval (ISI) of no more than 10 sec. When acoustic stimuli are presented in pairs with an ISI of 2 sec and an interpair interval (IPI) of approximately 10 sec, reduction in amplitude to the second tone occurs by as much as 30-50%. Fast habituation may depend somewhat on a subject's anticipation of the stimulus and on other factors related to attention and orienting. Studies in our laboratory have demonstrated this amplitude decrement to the second tone of a pair in human infants, children and adults and have explored the implications of this finding with respect to attentional processes and the allocation of cerebral resources. In the present investigation we describe an animal model of fast habituation. Here, vertex-recorded AEPs were obtained to paired tone stimuli delivered to awake adult male Sprague-Dawley rats chronically implanted with skull electrodes. Findings showed: (a) an AEP wave form with 8 distinct peaks, (b) for one component there was a marked decrement in amplitude from tone 1 to tone 2 in recordings obtained from an electrode placed slightly to the right of midline, and (c) that there were no significant differences in peak latencies across tones. This methodology may further our understanding of fast habituation in humans and may prove useful for studies of attention, orienting, and resource allocation using techniques that are not possible for use with human subjects.