Let propositionalism be the thesis that all mental attitudes are propositional. Anti-propositionalists typically point at apparently non-propositional attitudes, such as fearing a dog and loving a spouse, and play defense against attempts at propositional analysis of such attitudes. Here I explore the anti-propositionalist’s prospects for going on the offensive, trying to show that some apparently propositional attitudes, notably belief and judgment, can be given non-propositional analysis. Although the notion that belief is a non-propositional attitude may seem ludicrous at first, it is admirably defended by Franz Brentano, whose analysis I propose to expound, update, and deepen here. The basic strategy can be thought of as follows. First, although the grammar of belief-that reports clearly suggests a propositional attitude, the grammar of belief-in reports suggests instead an ‘objectual’ attitude. Second, with some ingenuity all belief-that reports can be paraphrased into belief-in reports. Third, given certain general considerations, this paraphraseability recommends the view that the psychological reality of belief states is objectual rather than propositional. Nonetheless, I will argue, there are two very real costs associated with this non-propositional analysis of belie.