The analytic state of consciousness is a particular regressive altered state in the patient characterized by an increased sensitivity and reactivity to impressions arising from both the inner world and the analyst, a heightened sense of dependence and vulnerability, a permeability of boundaries in regard to the analyst, and a shift toward functioning on the basis of omnipotent fantasy in the analytic relationship. These changes are accompanied by a feeling of realness of one’s psychic reality, but without any true loss of reality testing. Based on an analysis of the structure of play, this state can itself be understood as a kind of play; it serves as a foundational transference underlying more specific transference manifestations; and it is central to the analytic process. Over time, in response to physical aspects of the analytic setting, its safety, the analyst’s emotional accompaniment, and a generally restrained analytic stance (an issue I discuss in some detail), it emerges in a more developed form that promotes symbolization and ownership of aspects of self, greater emotional presence, and a deeper sense of meaning in one’s experience. Additionally, the concept of the analytic state of consciousness provides a new look at the role of abstinence and frustration in analytic process.