This paper examines to what extent Davidsonian truth-theoretic semantics can give an adequate account for empty names in natural languages. It argues that the prospect is dim because of a tension between metaphysical austerity, non-vacuousness of theorems and empirical adequacy. Sainsbury (2005) proposed a Davidsonian account of empty names called ‘Reference Without Referents’ (RWR), which explicates reference in terms of reference-condition rather than referent, thus avoiding the issue of existence. This is an inspiring account. However, it meets several difficulties. First, (...) there is no non-vacuous, interpretive truth-condition available for any T-sentence containing an empty name, because by stipulation there is no way to compose a true atomic sentence using an empty name in RWR. The absence of an interpretive truth-condition implies the absence of an interpretive reference-condition. It also entails empirical inadequacy to support an interpretation because the related propositional attitude can never be truly satisfied. These considerations cast doubt on whether truth is the proper vehicle to articulate meaning. This paper suggests that we can alleviating the problem by employing truth-conditions varying across contexts of utterance, rather than just contexts of evaluation. The result is a two-dimensional model-theoretic approach to empty names. It involves a new function coined counterfactual reference and the account is compatible with both descriptivism and Millianism. (shrink)