In this paper I discuss Rosenthal’s theory of consciousness. Being in a conscious state, according to his view, consists in having an appropriate higher order mental representation – a higher order thought (HOT) about a lower order non-conscious state. I will explain the key points of his theory and discuss several problems, such as the status of qualia in explaining the phenomenal character of sensory experience, versus the role of the HOT content accompanying such states. A version of this problem also underlies the tension in reconciling Rosenthal’s view that all mental states are intentional, with the view that sensory states are non-intentional, exhibiting qualitative properties. Finally, I raise a dilemma concerning the nature of transitive consciousness attributed to HOTs. If transitive consciousness is factive, and thoughts are not, how can all HOTs constitute transitive awareness?