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A case is reported in which overt incestuous activity contributed to penis envy and the desire to be a boy. The patient was a middle-aged single woman in a masculine profession. Playing with her father's genitals began at the age of two and there were numerous experiences in childhood with him. When she was thirteen, he attempted intercourse and the patient rebelled. From that time on she was consciously antagonistic to him but remained unconsciously attached. The men in whom she became emotionally interested were usually married, or in some other way father substitutes. She was always the aggressive party. Although she had adequate knowledge of anatomy, she was very confused about the vagina. Her sexual desire was to press a man's penis against her clitoris. Her illness began a few months after her father's death. After masturbation, she began to feel that her body was becoming more feminine. She became troubled with waves of sexual feelings. Through conversion symptoms, she made an identification with her mother. There was much anxiety. Her penis envy was clearly connected with her early knowledge of male anatomy. When she finally attempted intercourse, having been the aggressive party in bringing about the situation with a fellow patient, she was unsuccessful because of vaginismus.