This study examined the effects of intense emotional learning on the sleep-wake state-specific electroencephalographic (EEG) activities of the basolateral (BLA) and central (CeA) nuclei of the amygdala. Rats were trained on a passive-avoidance learning (PAL) protocol that was followed by 6 hrs of undisturbed polygraphic recording and a PAL test. After PAL training, the total amount of REM sleep decreased; high-frequency EEG power decreased in the CeA during REM sleep and increased in the BLA during all sleep-wake stages. These results suggest that there is no homeostatic demand for REM sleep after intense emotional learning. However, the PAL-specific changes in the local EEG suggest that some form of memory processing may occur within the amygdala during REM sleep. (PsycINFO Database Record (c) 2010 APA, all rights reserved)