Psychoanalytic work with a young girl, from her third to fifth year, permitted direct observation of the vicissitudes of her wish for a child. In the first phase, observation of her mother's pregnancy led to oral-sadistic fantasies of incorporation arising out of envy of the mother's having a baby in the womb. In the second phase, aided by primal scene exposure, these fantasies were condensed with penis envy toward the father, so that having a baby meant appropriating his genital. In the third phase, she felt as if she had been castrated by her mother. Narcissistic interest in the mother and penis envy of the father from previous phases came together, giving a sadistic cast to her genital oedipal wish to have a child. The wish was regressively expressed in the form of a revived fantasy of a feces-baby. The preoedipal stages of the girl's wish for a child stem basically from ambivalence toward the mother and the wish to appropriate the contents of her body. Therefore, we cannot yet accurately speak of the wish to have a baby "with the mother" or "to give the mother a baby."