Abnormal activity in the extended face processing system has been implicated in face processing challenges in autism spectrum disorder (ASD). However, the impact of comorbid attention deficit hyperactivity disorder in individuals with ASD (ASD-ADHD) on social impairment and the neural substrates underlying face processing has not been investigated. To address this, we conducted an fMRI study of emotional face processing in participants with ASD-ADHD, ADHD and significant sensory processing challenges (ADHD), ASD, and typically developing children (TD). After excluding for motion, 16 children with ASD (Age M (SD) = 9.57 (0.06)), 16 children with ASD-ADHD (Age M (SD) = 10.08 (0.07)), 20 ADHD (Age M (SD) = 9.46 (0.06) and 40 TD controls (M (SD) = 10.04 (0.06)) were included. Social functioning between autism groups were compared using the Autism Diagnostic Interview-Revised (ADI-R). MR data were collected on a 3T Philips Achieva system. For the fMRI task, 54 volumes of high resolution data (2.3mm3) were collected. Participants were shown blocks of rapidly-presented (150 ms) fearful faces, houses and scrambled images. fMRI data were processed in FSL using standard processing methods. We tested group differences in the contrasts faces > houses and faces > scramble. The ASD participants were rated significantly higher than the ASD-ADHD group on the ADI-R social domain (ASD M=17.88, SD=6.18, ASD-ADHD M=12.33, SD=6.29, p<0.05). Children with ASD-ADHD exhibited reduced left amygdala (p = .025) and left fusiform (p = .03) activity compared to children with ADHD for faces > scramble contrast. However, activation in these areas did not significantly differ between the ADHD and ASD groups. These preliminary results indicate significantly altered brain activation during face processing in children with comorbid ASD and ADHD when compared to children with ASD alone, suggesting a possible additive effect of comorbidity on social difficulties.