Sylvia Payne's 1935 paper on femininity is based on Marjorie Brierley's suggestion that a definition of femininity might have to be made in terms of integration. Payne's categories of the requirements for normal female functioning are repeated and her discussion summarized. Her paper is discussed from a holistic point of view. A continuity is indicated between Payne and Brierley's process theory approach and the work of the present author. The multi-dimensional approach described in my paper 'Psychoanalysis and survival' (1985) is further developed to suggest that the two modes of mental functioning can be thought of as male and female aspects of the mind. Payne's concept of femininity is discussed in the light of this idea, which could lead to better integration of existing concepts of femininity.