Using event-related fMRI, we analyzed the functional neuroanatomy of covert reorienting and inhibition of return (IOR). Covert reorienting to a target appearing within 250 msec after an invalid contralateral location cue elicited increased activation in the left fronto-polar cortex (LFPC), right anterior and left posterior middle frontal gyrus, and right cerebellum, areas that have previously been associated with attentional processes, specifically attentional change. In contrast, IOR, which leads to prolonged response times to targets that appear at the cued location at a stimulus-onset-asynchrony (SOA)>250 msec, was accompanied by increased activation in brain areas involved in oculomotor programming, such as the right medial frontal gyrus (supplementary eye field; SEF) and the right inferior precentral sulcus (frontal eye field; FEF), supporting the oculomotor bias theory of IOR. Pre-SEF and pre-FEF areas were involved both in covert reorienting and IOR. The supramarginal gyri were bilaterally involved in IOR, with the right supramarginal gyrus additionally involved in covert reorienting.