This paper offers a critique of mainstream formal semantics. It begins with a statement of widely assumed adequacy conditions: namely, that a good theory must (1) explain relations of entailment, (ii) show how the meanings of complex expressions derive from the meanings of their parts, and (iii) characterize facts of meaning in truth-theoretic terms. It then proceeds to criticize the orthodox conception of semantics that is articulated in these three desiderata. This critique is followed by a sketch of an alternative conception—one that is argued to be more in tune with the empirical objectives of linguistics and the clarificatory aims of philosophy. Finally, the paper proposes and defends a specific theoretical approach—use based rather than truth based—that is suggested by that alternative conception.