The purpose of the current study was to examine further the relationship between counterfactual thinking and false belief (FB) as examined by Guajardo and Turley-Ames (Cognitive Development, 19 (2004) 53–80). More specifically, the current research examined the importance of working memory and inhibitory control in understanding the relationship between counterfactual thinking and FB. Participants were 3-, 4-, and 5-year-olds (N =76). Counterfactual thinking statements generated accounted for significant variance in FB performance beyond age and language. Working memory and inhibitory control each partially mediated the relationship between counterfactual thinking and FB performance. The maturation of executive functioning skills is important in children’s developing understanding of counterfactual reasoning and FB.