The strength of psychoanalysis has always been its understanding of affect and motivation. Contemporary developments in cognitive neuro-science offer possibilities of integrating sophisticated, experimentally informed models of thought and memory with an understanding of dynamically and clinically meaningful processes. Aspects of contemporary theory and research in cognitive neuroscience are integrated with psychoanalytic theory and technique, particularly theories of conflict and compromise. After a description of evolving models of the mind in cognitive neuroscience, several issues relevant to psychoanalytic theory and practice are addressed. These include the nature of representations, the interaction of cognition and affect, and the mechanisms by which the mind unconsciously forges compromise solutions that best fit multiple cognitive and affective-motivational constraints.