Abstract Attention-based neural encoder-decoder frameworks have been widely adopted for image captioning. Most methods force visual attention to be active for every generated word. However, the decoder likely requires little to no visual information from the image to predict non-visual words such as “the” and “of”. Other words that may seem visual can often be predicted reliably just from the language model e.g., “sign” after “behind a red stop” or “phone” following “talking on a cell”. In this paper, we propose a novel adaptive attention model with a visual sentinel. At each time step, our model decides whether to attend to the image (and if so, to which regions) or to the visual sentinel. The model decides whether to attend to the image and where, in order to extract meaningful information for sequential word generation. We test our method on the COCO image captioning 2015 challenge dataset and Flickr30K. Our approach sets the new state-of-the-art by a significant margin