Rationale: The literature offers many examples of tolerance to ethanol's inhibitory/depressant effects and sensitization to its activating effects. There are also many examples of tolerance to ethanol's aversive effects as measured in the conditioned taste aversion and conditioned place aversion (CPA) procedures. However, there are very few demonstrations of either tolerance or sensitization to ethanol's rewarding or reinforcing effects. Objective: The present studies were designed to examine effects of two forms of ethanol pre-exposure (distal or proximal) on ethanol's rewarding and aversive effects as indexed by the place conditioning procedure. Method: Male inbred (DBA/2J) mice were exposed to ethanol (2 g/kg IP) in an unbiased place conditioning procedure that normally produces either conditioned place preference (CPP) (ethanol injection before CS exposure) or CPA (ethanol injection after CS exposure). In the distal pre-exposure studies (experiments 1 and 2), mice initially received a series of four ethanol injections (0, 2, or 4 g/kg) in the home cage at 48-h intervals during the week before place conditioning. In the proximal pre-exposure studies (experiments 3–4), mice were injected with ethanol 65 min before (experimental groups) or 65 min after (control groups) each paired ethanol injection on CS+ trials. Results: Distal pre-exposure produced a robust sensitization to ethanol's activating effect, whereas proximal pre-exposure generally reduced the activation normally produced by the paired ethanol injection. Both forms of pre-exposure interfered with CPA, but had no effect on CPP. Conclusions: These studies suggest that both forms of pre-exposure reduced ethanol's aversive effect, but had no impact on ethanol's rewarding effect. In general, the detrimental effects of pre-exposure on CPA are explained best in terms of a reduction in ethanol's efficacy as an aversive unconditioned stimulus (i.e. tolerance), although explanations based on other types of associative interference are also possible. The failure to affect CPP with pre-exposure treatments that reduced or eliminated CPA suggests that these behaviors are mediated by independent, motivationally opposite effects of ethanol. Moreover, these results indicate dissociation between sensitization to ethanol's locomotor activating effect and changes in its rewarding effect. To the extent that motivational processes measured by CPP and CPA normally contribute to ethanol drinking, the present findings suggest that increases in ethanol intake seen after chronic ethanol exposure are more likely caused by tolerance to ethanol's aversive effect rather than sensitization to its rewarding or reinforcing effect.