Recent work in rats and primates shows that both orbitofrontal cortex (OFC) and basolateral amygdala (ABL) are crucial to behavior based on the acquired incentive value of otherwise neutral cues. This presentation will consider neural data that suggest these two structures serve complementary roles in linking affective information to action. In one experiment, recordings of neurons were made in OFC and ABL of rats during learning and reversal of odor discrimination problems. Although neural activity in both structures reflected acquired incentive value during cue sampling, there were crucial differences between these representations in the two structures. Cells in OFC encoded incentive value in conjunction with odor identity and choice performance, whereas cells in ABL encoded incentive value before changes in performance and with less dependence on odor identity. These differences are consistent with the proposal that ABL encodes acquired incentive value while networks in OFC utilize this information in evaluating specific cues to guide performance. In a second experiment, OFC neurons were recorded in rats with bilateral neurotoxic lesions of ABL. ABL lesions disrupted encoding of incentive value in OFC. In ABL-lesioned rats, fewer OFC cells altered firing selectivity as a result of learning or reversal training, and more cells were selective simply on the basis of odor identity. ABL-lesioned rats also failed to show changes in approach latency likely related to incentive value and correlated with the emergence of selectivity in ABL in the first experiment. These results confirm the importance of connections between ABL and OFC in linking affective or incentive-based information to appropriate behavior.