This paper attempts to confine the preconceptions that prevented Frege
from appreciating Hilbert's Grundlagen der Geometrie to two: (i) Freg
e's reliance on what, following Wilfrid Hodges, I call a Frege-Peano l
anguage, and (ii) Frege's view that the sense of an expression wholly
determines its reference. I argue that these two preconceptions preven
ted Frege from achieving the conceptual structure of model theory, whe
reas Hilbert, at least in his practice, was quite close to the model-t
heoretic point of view. Moreover, the issues that divided Frege and Hi
lbert did not revolve around whether one or the other allowed metalogi
cal notions. Frege, e.g., succeeded in formulating the notion of logic
al consequence, at least to the extent that Bolzano did; the point is
rather that even though Frege had certain semantic concepts, he did no
t articulate them model-theoretically, whereas, in some limited sense,
Hilbert did.