Abstract: In general, codes that have been designed to safeguard the welfare of animals emphasize the importance of providing an environment that will ensure good health and a normal physiological and physical state, that is, they emphasize the animals' physical needs. If mental needs are mentioned, they are always relegated to secondary importance. The argument is put forward here that animal welfare is dependent solely on the cognitive needs of the animals concerned. In general, if these cognitive needs are met, they will protect the animals' physical needs. It is contended that in the few cases in which they do not safeguard the physical needs, it does not matter from a welfare point of view. The human example is given of being ill. It is argued that welfare is only adversely affected when a person feels ill, knows that he or she is ill, or even thinks that he or she is ill, all of which processes are cognitive ones. The implications for welfare of animals possessing certain cognitive abilities are discussed. For example, the extent to which animals are aware of their internal state while performing behavior known to be indicative of so-called states of suffering, such as fear, frustration, and pain, will determine how much they are actually suffering. With careful experimentation it may be possible to determine how negative they feel these states to be. Similarly, the extent to which animals think about items or events absent from their immediate environment will determine how frustrated they are in the absence of the real item or event but in the presence of the cognitive representation.