Fragments of the analysis of an actress have been presented. They illuminate the presence of a fantasy in which her voice was unconsciously equated with a phallic organ. The fine details of this equation, dreams, associations, behavior etc., have been correlated with the major problems of the patient, namely, intense masculine strivings and identification with comparable problems of her mother. The mechanics of the specific displacement of the restitutional wish for a penis to the investiture of the voice as a phallus and their development during the analysis have been traced out. The relationship of this development to the professional use of the voice and literature pertinent to the subject have been described.