This article is about the epistemic basing relation, which is the relation that obtains between beliefs and the reasons for which they are held. We need an adequate account of the basing relation if we want to have a satisfactory account of doxastic justification, which we should want to have. To that end, this article aims to achieve two goals. The first is to show that a plausible account of the basing relation must invoke counterfactual concepts. The second is to set out two related analyses of the basing relation, each of which seems quite plausible.This article is about the epistemic basing relation, which is the relation that obtains between a belief and the reasons for which it is held. It is sometimes said that the basing relation is the relation that obtains between a (doxastically) justified belief and the reasons which justify it. This second claim, which relates justification to the basing relation, may be correct, but it is not definitional, as the first claim is. It is not obviously inconsistent to think that there can be doxastic justification even in the absence of a basing relation, but it is obviously inconsistent to think that there can be a relation of believing for a reason even in the absence of a basing relation. 1 In thinking about how to analyze the basing relation, we must be careful to keep questions of basing and justification distinct. Still, even granting that justification might not always require proper basing, it is clear that beliefs are very often justified by virtue of being based upon good reasons, so without an account of the basing relation, we cannot have a complete account of justification.I have two main goals in this article. The first is to argue that counterfactuals have a central role to play in the basing relation; to that end, in Section 1, I go through some recent accounts of the basing relation, pointing out the importance of counterfactuals along the way.