Contextual fear conditioning was examined using the startle reflex in two groups of participants over two sessions separated by 1/2 h. The conditioned stimulus (CS) was paired (paired group) or not (unpaired group) with an unpleasant shock during conditioning. The paired group showed conditioning to the CS that was well retained over the retention interval. Session I intertrial interval startles--a measure of contextual conditioning--were greater in the unpaired compared to the paired group. Context conditioning was retained in Session 2 and was present before the shock electrodes were attached. Self-rating of state anxiety, arousal, and pleasure indicated differential changes in mood from Session 1 to Session 2 in the two groups, with the unpaired group showing relatively greater negative affects compared to the paired group. These results indicate that unpredictable shocks lead to greater context conditioning as measured by startle and self-reports.