This essay argues that Berkeley’s doctrine of notions is an account of concept-formation that offers a middle-way between empiricism and innatism, something which Berkeley himself asserts at Siris 308. First, the widespread assumption that Berkeley accepts Locke’s conceptual empiricism is questioned, with particular attention given to Berkeley’s views on innatism and ideas of reflection. Then, it is shown that Berkeley’s doctrine of notions comes very close to the refined form of innatism to be found in Descartes’ later writings and in Leibniz. Finally, it is argued that Berkeley denies a principle common to both empiricism and innatism, namely, that all conceptual knowledge amounts to the perception of ideas. By denying this―at least in the case of the concepts of self, causation, substance, and virtue―Berkeley is able to provide a synthesis of conceptual empiricism and innatism.