Attention, facial affect, and behavioral responses to adults showing distress, fear, and discomfort were compared for autistic, mentally retarded, and normal children. The normal and mentally retarded children were very attentive to adults in all 3 situations. In contrast, many of the autistic children appeared to ignore or not notice the adults showing these negative affects. As a group, the autistic children looked at the adults less and were much more engaged in toy play than the other children during periods when an adult pretended to be hurt. The autistic children were also less attentive to adults showing fear, although their behavior was not different from the normal children. Few of the children in any group showed much facial affect in response to these situations. The results are discussed in terms of the importance of affect in the social learning experiences of the young child.