The goal of this study was to explore the relationship between FH of AUD and brain response to SWM and simple vigilance in adolescents ages 12 to 14 with very limited histories of alcohol or drug use. We predicted there would be greater BOLD activation to SWM in more superior and bilateral brain regions with increasing FH density, suggesting a neurodevelopmental lag in brain regions sensitive to FH-related abnormalities. Contrary to our hypothesis, FH status did not predict activation to the SWM task. Therefore, findings do not necessarily support a neurodevelopmental delay as a mechanism through which youth with familial AUD are at risk for AUD. However, adolescents with greater familial densities of AUD demonstrated less response than FHN youth during a simple vigilance baseline condition in medial brain regions including the posterior cingulate, cingulate gyrus, and medial frontal gyrus. In addition, participants with greater FH densities demonstrated more BOLD response than FHN youth during rest periods in the more superior aspects of this medial region. While unrelated to the a priori hypothesis, these findings may provide interesting insights to the cognitive style of youth with familial AUD.