Frege claims that there is a close connection between proof and conceptual analysis. Specifically, he claims (a) that some propositions can be proven only on the basis of conceptual analyses, and (b) that this is the motivation for the analysis of arithmetic that he provides inGrundlagen. It has been argued that Frege's practice shows that he can't be taken at his word here, and that the so-called analyses provided in Grundlagenare not in fact appropriately so called. This paper has two purposes. The first is to clarify the Fregean understanding of the connection between analysis and proof, and to argue that Frege's foundational work in arithmetic is indeed centrally concerned with conceptual analysis. The second is to clarify the role of formal systems in demonstrating relations of logical entailment when proof, entailment, and analysis are understood in the Fregean way. It turns out that the role of models in assessing relations of logical entailment looks significantly different from the Fregean point of view than it does from the more modern Hilbert/Tarski point of view, and that some central metatheoretic results are of considerably different significance from the two different viewpoints. A central motivation for this work is the view that when we lose sight of the now-unfashionable Fregean point of view, we lose something significant.