Maturation of fetal response to music was characterized over the last trimester of pregnancy using a 5-minute piano recording of Brahms' Lullaby, played at an average of 95, 100, 105 or 110 dB (A). Within 30 seconds of the onset of the music, the youngest fetuses (28-32 weeks GA) showed a heart rate increase limited to the two highest dB levels; over gestation, the threshold level decreased and a response shift from acceleration to deceleration was observed for the lower dB levels, indicating attention to the stimulus. Over 5 minutes of music, fetuses older than 33 weeks GA showed a sustained increase in heart rate; body movement changes occurred at 35 weeks GA. These findings suggest a change in processing of complex sounds at around 33 weeks GA, with responding limited to the acoustic properties of the signal in younger fetuses but attention playing a role in older fetuses.