This fMRI study was conducted to investigate whether language semantics is processed even when attention is not explicitly directed to word meanings. In the "unattended" condition, the subjects performed a visual detection task while hearing semantically related and unrelated word pairs. In the "phoneme" condition, the subjects made phoneme judgements between prime and target words, and in the "word" condition, they indicated whether the words in each word pair were semantically related or unrelated. In the word condition, stronger activity was obtained for unrelated than related words in the superior temporal gyrus/sulcus (STG/STS), lingual/fusiform gyri and cuneus, whereas in the phoneme condition no such effect was observed. However, during the unattended condition, stronger activity was found in the right STG. Our results suggest that both semantic judgement of word pairs and their passive hearing activate the same neural networks but this activation is more restricted in the passive hearing. (Contains 1 figure and 2 tables.)