In this paper, I offer a systematic account of Quine’s philosophy of mind. In doing so, I respond to an interpretive problem of reconciling Quine’s admission of irreducible mentalistic predicates with his physicalism. I argue that the required reconciliation takes place in a theory of mind that accords a central explanatory role to dispositions, but which nevertheless is non-behavioristic and non-reductive. A second, and intermediate, project of this paper is to explicate Quine’s account of dispositions and their status in Quine’s regimented theory. Particularly, I will argue that Quine’s non-reductive physicalism about the mind rests on a distinction between two kinds of dispositions.