Inspired by progress in unsupervised representation learning for natural language, we examine whether similar models can learn useful representations for images. We train a sequence Transformer to auto-regressively predict pixels, without incorporating knowledge of the 2D input structure. Despite training on low-resolution ImageNet without labels, we find that a GPT-2 scale model learns strong image representations as measured by linear probing, fine-tuning, and low-data classification. On CIFAR-10, we achieve 96.3% accuracy with a linear probe, outperforming a supervised Wide ResNet, and 99.0% accuracy with full finetuning, matching the top supervised pre-trained models. An even larger model trained on a mixture of ImageNet and web images is competitive with self-supervised benchmarks on ImageNet, achieving 72.0% top-1 accuracy on a linear probe of our features.