We studied the roles of the basolateral amygdala (BLA) and the medial prefrontal cortex (mPFC) in learning and relearning to inhibit context conditioned fear (freezing) in extinction. In Experiment 1, pre-extinction BLA infusion of the NMDA receptor (NMDAr) antagonist, ifenprodil, impaired the development and retention of inhibition but post-extinction infusion spared retention. Pre-extinction infusion of the GABA(A) agonist, muscimol, depressed freezing and impaired retention as did post-extinction infusion. In Experiment 2, pre-extinction mPFC infusion of ifenprodil spared the development of inhibition whereas muscimol depressed freezing. Both impaired retention when infused pre- or post-extinction. Thus, the development of inhibition involves NMDAr activation in the BLA, whereas its consolidation involves both NMDAr activation in the mPFC and NMDAr-independent mechanisms in the BLA. In Experiment 3, BLA infusion of ifenprodil impaired relearning and retention of inhibition when infused before but did not impair retention when infused after re-extinction. BLA infusion of muscimol depressed freezing but did not impair retention when infused before or after re-extinction. In Experiment 4, mPFC infusion of ifenprodil impaired relearning when infused before re-extinction, whereas muscimol depressed responses. Both drugs impaired retention when infused into the mPFC before or after re-extinction. Thus, relearning to inhibit fear responses involves NMDAr activation in both the BLA and mPFC and consolidation of the inhibitory memory involves NMDAr activation in the mPFC. However, relearning and consolidation occur in the absence of neuronal activity within the BLA. We propose that NMDAr in the mPFC supports relearning inhibition when the BLA is inactivated.