There has been little systematic treatment of the pre-stages of interpretation that include the process of analytic listening itself, and the gathering and sorting of information that could lead to the formulation of an interpretation. The situation of the analyst as listener is compared with that of the social listener, and the focus is on processes close to the surface of experience. Three 'modes' of listening are described that must be continuously available to the analyst, and which taken together capture the sense of 'evenly hovering attention'. The use and misuse of the concept of empathy in relation to analytic listening are discussed.