We propose CX-ToM, short for counterfactual explanations with theory-of mind, a new explainable AI (XAI) framework for explaining decisions made by a deep convolutional neural network (CNN). In contrast to the current methods in XAI that generate explanations as a single shot response, we pose explanation as an iterative communication process, i.e. dialog, between the machine and human user. More concretely, our CX-ToM framework generates sequence of explanations in a dialog by mediating the differences between the minds of machine and human user. To do this, we use Theory of Mind (ToM) which helps us in explicitly modeling human’s intention, machine’s mind as inferred by the human as well as human’s mind as inferred by the machine. Moreover, most state-of-the-art XAI frameworks provide attention (or heat map) based explanations. In our work, we show that these attention based explanations are not sufficient for increasing human trust in the underlying CNN model. In CX-ToM, we instead use counterfactual explanations called fault-lines which we define as follows: given an input image I for which a CNN classification model M predicts class c_pred, a fault-line identifies the minimal semantic-level features (e.g., stripes on zebra, pointed ears of dog), referred to as explainable concepts, that need to be added to or deleted from I in order to alter the classification category of I by M to another specified class c_alt. We argue that, due to the iterative, conceptual and counterfactual nature of CX-ToM explanations, our framework is practical and more natural for both expert and non-expert users to understand the internal workings of complex deep learning models. Extensive quantitative and qualitative experiments verify our hypotheses, demonstrating that our CX-ToM significantly outperforms the state-of-the-art explainable AI models.