I discuss the account of phantasia of Alexander of Aphrodisias, a most prominent Late-Antique Aristotelian. For Aristotle phantasia is a motion of the perceptive soul that makes possible a great amount of activities and higher cognitions beyond sense-perception. Phantasia became a fundamental psychological concept in the Hellenistic Era: in empiricist epistemology, in action theory as perceptual representation of the external world; in aesthetics as creative imagination.I argue that Alexander proceeds from an Aristotelian framework of parts and capacities of the soul, but unlike Aristotle, he distinguishes a distinct capacity for phantasia. The main reason for this comes from his polemic against the Stoics: they do not acknowledge an activity of phantasia. A distinct activity requires a distinct object, which in turn a distinct capacity. The distinct status of a phantasia-capacity in itself modifies the architecture of the soul in comparison with Aristotle. But in addition Alexander makes important changes in the framework: he makes capacities as basic (and rather modular), and parts and the soul as sets of capacities.The object of phantasia is the residue from perception in activity. The status of this as internal object needs clarification. I show that it is internal on account of being a physical process in the body. Again, I argue that it is the causal object of phantasia: it is the item that provides content to the phantasia-activity by triggering it. But the residue is not an intentional object: it is a representation of something else. I give a reconstruction of Alexander`s account how the residue may be representation. Accordingly, it is a representation in virtue of preserving fully a perceptual content (something that had been perceived); or in virtue of functioning as an equivalent of a fully preserved residue insofar as phantasia completed an incompletely preserved residue. The latter case explains a wide range of cases, in general the fact that phantasia is more prone to error than perception.Finally I analyse the activity of phantasia. I argue that its content is propositional, in particular it is 'S is P'μ a predication of a perceptible feature P of a thing that caused a perception S. First, I show that it is implausible to construe simple cases of phantasia (or perception: for perception has the same type of content as phantasia) as non-propositional, demonstrating that the ὁἴjἷἵt ὄἷaἶiὀg ὁf thἷ ἵὁὀtἷὀt (x ὅἷἷὅ 'whitἷ') iὅ iὀaἶἷὃuatἷ iὀ that at thἷ ἴἷὅt it ὄἷἶuἵἷὅ tὁ ἷxiὅtἷὀtial ὂὄὁὂὁὅitiὁὀὅ ('thἷὄἷ iὅ whitἷ')έ χgaiὀ, I analyse two positive evidences. (1) Alexander`s account of the truth-conditions of phantasia implies propositional content: CEU eTD Collection iv phantasia is about an existent thing, S; and it is such as the thing, P. (2) The account of simultaneous perception (of several perceptibles) entails propositional content, and even uses ἷxamὂlἷὅ aὅ 'thiὅ iὅ whitἷ'έThe phantasia-activity is said to be krisis, which I take to be judgement: primarily because its content is propositional. I ...