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Whenever we say something, the thought our speech act expressesis conscious.  But when we express a thought nonverbally, bydoing something, that thought often fails to be conscious.Moreover, remarks like 'I think it's raining' arguably expressthe thought that one thinks it's raining; but such thoughts neednot be conscious when one expresses them verbally, by making suchremarks.  I argue for the higher-order-thought theory of what itis for a mental state to be conscious, and deploy that theory toexplain both the generalization about verbal expressing andconsciousness and its exceptions.  The explanation trades on theautomatic performance-conditional equivalence between saying thatp and saying that one thinks that p, which I argue is natural forcreatures with our descriptive abilities and folk-psychologicalconception of speech and thinking.