[The main thesis of this paper turns on my unwittingly false assumption that factual awareness just is knowledge. See *Awareness and the Substructure of Knowledge* Chapters 3 and 4 for more on this.] Orthodox epistemology tells us that knowledge requires belief. While there has been resistance to orthodoxy on this point, the orthodox position has been ably defended and continues to be widely endorsed. In what follows I aim to undermine the belief requirement on knowledge. I first show that awareness (...) does not require belief. Next I turn my attention to the relation between knowledge and awareness, showing that awareness entails knowledge and thus that the cases of awareness without belief that I discuss are also cases of knowledge without belief. Throughout I draw attention to the fact that these are not isolated cases, and that beliefless knowledge is a rather common phenomenon. I conclude by arguing that beliefless knowledge is consistent with the idea that all knowledge is grounded in belief and the idea that knowledge is essentially a representational state. (shrink)