ABSTRACT In recent work, Scott Soames has declared that we need a new conception of propositions to overcome critical objections to traditional theories of semantics and propositional attitudes. Propositions must be cognitive to account for their inherent intentionality, structure, and epistemic accessibility, and to overcome Frege’s and Russell’s problems. I have previously worked out a foundational semantics in which cognitive propositions are what sentences express. My objective in this paper is to identify some of the limitations of Soames’s theory, and (...) show how they can be overcome within the cognitive framework. Soames’s conception of propositions is needlessly encumbered by identifying them with acts rather than objects. Soames has not fully exploited the possibilities opened up by embracing cognitive propositions, and is still too attached to Russellian propositions and Millian semantics. As a result, his conception of the constituents of propositions is untenable, and his semantics still faces Frege’s and Russell’s problem, which are easily avoidable with the resources of cognitive propositions. Soames was led astray by a mistaken assumption about transparent attitude reports. (shrink)