This thesis examines two case studies to demonstrate how the conscience and consciousness of literary characters are cinematically presented. Specifically, the study proposes five central cinematic elements: cinematic conventions, creative interpretations by actors and filmmakers, "cinematic equivalents", "cinematizing the original [fiction]", and the conscious and conscientious reinterpretations by the audience as variables that inevitably re-present characters in film adaptations of literary works. This thesis concludes that these are the main cinematic elements that determine how a particular character's outer behavior and inner psychology are revealed o film, and in turn, perceive by the audience. The introduction to my study provides a critical context and summarizes the salient arguments on film's ability to represent characters' states of mind. The next two chapters contain a close reading and analysis of the film adaptations of a play and a short story. Fred Zinnmemann's interpretation of Robert Bolt's A Man for All Seasons (1966) replaces the Brechtian commentator character in the stage play with a "documentary-fiction" characterization and reconstructs the play as a classic Hollywood narrative; Charlton Heston's 1988 more theatrical approach to Bolt's play employs stage conventions and provides the chapter with a useful comparison to Zinnmemann's visually spectacular interpretation. John Huston's sensitive rendering of James Joyce's The Dead (1987) reveals the intricacies of Joyce's analysis of character at the same time as the limitations of the film medium in representing abstract states of mind directly and adequately. The three film versions examined in this study illustrate the "intrinsic differences" between literature and film, and the different sets of "reading" skills required of the audience (Bluestone 5). Consequently, this study focuses on the use of "cinematic equivalents" to render the inner psyches of characters, and "cinematizing the original [fiction]" to deepen the films' characterizations, and thus concludes that filmmakers are able to represent characters' abstract states of mind in an oblique way through the use of cinematic techniques. The study reasons that as film analysis is about ways of seeing and synthesizing different cinematic styles and strategies, learnt cinematic conventions and reflective viewing and both indispensable. However, due to the diverging thought processes of readers of fiction and viewers of film, the study argues that the audience of cinema needs to be able to apprehend the significance of the visual cues presented in the films. Zinnemann and Huston's use of the snow symbilism is a prime example. It foreshadows the dread scepter of persecution looming over More in A Man for All Seasons; whereas in Huston's The Dead, it brings out the theme of paralysis. It seems that what is shown by the film and what is read by film audience are like a kind of dance where each complements the other. Consequently, it is the act of participating in the restructuring of the narrative by an audience that makes the experience both meaningful and memorable. It also opens the film up to alternate interpretations. These implications seem obvious, yet are profound. Interestingly, this observation is often neglected in film scholarship. As such, it definitely deserves further study.