This study examines whether non-tone language listeners can acquire lexical tone categories distributionally and whether attention in the training phase modulates the effect of distributional learning. Native Australian English listeners were trained on a Thai lexical tone minimal pair and their performance was assessed using a discrimination task before and after training. During Training, participants either heard a Unimodal distribution that would induce a single central category, which should hinder their discrimination of that minimal pair, or a Bimodal distribution that would induce two separate categories that should facilitate their discrimination. The participants either heard the distribution passively (Experiments 1A and 1B) or performed a cover task during training designed to encourage auditory attention to the entire distribution (Experiment 2). In passive listening (Experiments 1A and 1B), results indicated no effect of distributional learning: the Bimodal group did not)