Billy Breathes is the sixth official studio album by American rock band Phish. It remains one of the most popular Phish albums, and is credited (like the later release Farmhouse) with connecting the band to a more mainstream audience beyond its strong cult following. Rolling Stone said that Billy Breathes is "a quiet gem of an album" that confirms Phish "is much more than a jam band from Burlington, Vermont."

The album includes the song "Free", the band's most successful chart single, which peaked at #11 on Billboard Mainstream Rock Tracks Chart and at #24 on Billboard Modern Rock Tracks Chart.

Tracks 5 and 9 are instrumentals. "Bliss" is the only instrumental song on the album to have never been played live by the band. The album's final track, "Prince Caspian", is also the name of a mythical prince in The Chronicles of Narnia, a fantasy series by British novelist C. S. Lewis.

The album's cover is a close-up shot of bass guitar player Mike Gordon, the first time that any member of Phish had appeared on an album cover. Phish frontman Trey Anastasio recalled in a 1997 interview that the cover came together very quickly on the last day of recording.

It was certified Gold by RIAA January 8, 1999. In February 2009, the album became available as a download in FLAC and MP3 formats at LivePhish.com.

Early song ideas came from a scuba diving trip that Trey Anastasio and Tom Marshall went on in the Cayman Islands in January 1996. They then produced a demo which was given to the other band members at the start of the Billy Breathes sessions. Other songs such as "Free" and "Taste" had already been in the band's live rotation since 1995.

The album was recorded between February and June 1996 at the now defunct Bearsville Studios in the Catskills region of New York state. Early recording started February 1, with the band intending to produce the album themselves with engineering by John Siket. The first recording project was an attempt to create a sonic "blob" that filled an entire reel of tape. Each band member contributed on several instruments. This idea was later abandoned but elements were used on the tracks "Swept Away" and "Steep".

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