We investigated the organization of arousal and attention processes in 138 neurologically at-risk neonates by studying visual preferences when the infants were in 3 arousal conditions: less aroused (after feeding while swaddled), more aroused-internal (before feeding while unswaddled), and more aroused-external (after feeding while swaddled with 8-Hz visual stimulation before each trial). The stimuli were unpatterned light panels illuminated at temporal frequencies of 1,2,4, and 8 Hz. Four brain insult groups were defined by cranial ultrasonography and brainstem auditory evoked response tests. There were no differences in looking preferences in the 2 more aroused conditions. A previously reported interaction between arousal level and stimulus frequency was replicated, with infants preferring faster frequencies when arousal was decreased. Brain insult reduced this interaction by shifting preference functions when less aroused toward less stimulation.Infants cannot gain information, learn about the world, or interact socially unless they first actively attend to relevant features of their environment. Typically, term infants are born with most of their physiological systems coordinated and well adapted to the immediate environment they are likely to face. This structural and functional organization is evident in the fundamental processes of state modulation and attention to stimulation that are necessary antecedent conditions to learning and memory.For neonates, it appears that arousal and attention work interdependently as a quantitatively organized homeostatic system that combines the effects of internal and external factors to specify attention to particular stimuli. Thus, systematic directional shifts in attention occur when either external or internal factors vary. For example, when infants are more aroused (and have higher levels of internal activity), they orient toward less intense stimuli, and when infants are less aroused (and have lower levels of internal activity), they orient toward more intense stimuli (