The view that the content of experience is conceptual is often felt to conflict with the empiricist intuition that experience precedes thought, rather than vice versa. This concern is explicitly articulated by Ayers as an objection both to McDowell and Davidson, and to the conceptualist view more generally. The paper aims to defuse the objection in its general form by presenting a version of conceptualism which is compatible with empiricism. It proposes an account of observational concepts on which possession of (...) such a concept involves more than the ability for perceptual discrimination, but less than the capacity to employ the concept in inferences: it consists in the capacity to perceptually discriminate objects with the awareness that one is discriminating as one ought. This understanding of concept-possession allows us make sense of experiences' having conceptual content without supposing that the subject must grasp the relevant concepts prior to having those experiences. (shrink)