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The author contrasts hearing (the act of taking in sensations) with listening (when intellectual effort is made to transform these sensations into something comprehensible). Two conceptions of the listening process are also compared: 1) the analyst-as-mirror; and 2) the analyst as a participant-observer and co-creator of the analytic material. The pitfalls of the authoritarian analytic listener are illustrated by a case vignette. A distinction is also discussed between receptive/subjective listening, designed to register empathically the patient's phenomenology of the here-and-now, and restructuring/focused listening, which is oriented toward developing psychodynamic and genetic formulations: these two forms of listening should alternate in a rhythmically balanced manner. The article concludes by comparing analytic listening to listening to music. The constant background/ foreground alternation of the patient's unconscious and conscious productions is analogous to the primary chord structure underlying secondary melody in music. A case vignette shows how this rapid alternation itself may have particular interpretable purposes and meanings for the patient.