Thirty-three children, all of them suffering from terminal illness, were observed in the City of Hope Medical Center. Certain rather specific behavioral changes were noted and seemed to be dependent on the age and maturity of the children involved. Reactions were represented as maturity-separation fear, mutilation (castration) fear, and death fear. The evolution of these fears seemed to be related to the maturation of consciousness, not only chronologically and emotionally but in relation to the period of time spent on the ward. Observations of the mothers of these children resulted in a further series of conclusions: 1, mothers reacted to their children's fatal illness as a death threat to them; 2, a triphasic response was noted when the disease lasted four months or more, which consisted of denial followed by a philosophical acceptance of death, sometimes leading to and in some cases replaced by an increased ability to sublimate the experience.