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This paper presents a philosophical analysis of three cognitive states familiar and important to psychoanalysts—phantasy, neurotic-belief, and belief-proper. It explores the differences among these three propositional attitudes and finds that the development of secondary process capacities of reality testing and truth directness out of earlier primary process operations (themselves prior to considerations of truth or falsity) plays a crucial role. Difficulties in the proper typing of cognitive states are discussed, as are the consequences of such confounds. This use of a philosophical method serves to sharpen the familiar psychoanalytic clinical concepts of phantasy and neurotic-belief. In addition, these same clinical concepts, once properly specified, have much to offer the philosophy of mind, where current understanding of representational cognitive states is restricted to those that are largely conscious and rational. When psychoanalytic concepts such as phantasy and neurotic-belief can be better integrated within the discipline of philosophy of mind, both philosophers and psychoanalysts will have a more complete and adequate theory of mind.