Research suggests that women's autonomic nervous system responses to infant cries capture processes that affect their parenting behaviors. The aim of this study was to build on prior work by testing whether pregnant women's autonomic responses to an unfamiliar infant crying also predict their infants' emerging regulation abilities. Participants included 97 women in their third trimester of pregnancy, located in the United States. Most participants identified as White/non-Hispanic (48%) or Hispanic (30%), their mean age was approximately 30 years, and the modal family income was $40,000-$79,999. Pregnant women's respiratory sinus arrhythmia (RSA) and skin conductance levels (SCL)--which are thought to capture emotional engagement and behavioral inhibition, respectively--were measured while the women watched a relaxing video and a video of an unfamiliar infant crying. Approximately 7 months later, women and their infants completed the still-face paradigm (SFP). Infants' avoidance and resistance behaviors during the SFP reunions were rated. Pregnant women's RSA and SCL responses to the infant cry video uniquely predicted infants' avoidance (but not resistance) during the SFP. Infants displayed higher levels of avoidance when their mothers exhibited lower levels of RSA reactivity or when their mothers exhibited higher levels of SCL activity in response to the infant cry video. Maternal sensitivity during mother-infant free-play interactions did not mediate the associations between pregnant women's autonomic responses to the cry video and infants' avoidant behavior during the SFP. Discussion focuses on potential mechanisms underlying associations between pregnant women's autonomic responses to infant distress and infants' socioemotional development.