This paper concerns the semantics of belief-sentences. I pass over ontologically lavish theories which appeal to impossible worlds, or other points of reference which contain more than possible worlds. I then refute ontologically stingy, quotational theories. My own theory employs the techniques of possible worlds semantics to elaborate a Fregean analysis of belief-sentences. In a belief-sentence, the embedded clause does not have its usual reference, but refers rather to its own semantic structure. I show how this theory can accommodate quantification (...) into belief-contexts. I close with skirmishes against the threat posed by the Liar Paradox. (shrink)