The purpose of the study was to characterize the onset and maturation of airborne sound-elicited responses in low- and high-risk preterm fetuses. In Study 1, a total of 91 low-risk fetuses at 27, 30, 33, and 36 weeks GA received three sound trials at 90, 100, 105 and 110 dB and three no-stimulus control trials. The onset of cardiac acceleration and body movement responses occurred at 30 weeks GA. Maturation of the cardiac response was observed with a decrease in threshold from 105-110 dB at 33 weeks GA to 100-105 dB at 36 weeks GA. In Study 2, the procedure was similar except that the 43 high-risk fetuses at 27, 30 and 33 weeks GA did not receive sounds at 90 dB. For the high-risk fetuses, the onset of cardiac and motor responses also occurred at 30 weeks GA. At 33 weeks GA, those high-risk fetuses subsequently born at term showed an increased magnitude of the cardiac acceleration response compared to low-risk fetuses. The results indicate that both low- and high-risk fetuses begin responding to sounds at the same gestational age. Differential responses observed over gestation in the high-risk group most likely indicate differential functional development of the auditory-response system.