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This paper beings with a review and critique of Freud's understanding of guilt as fear of an internalized threat of loss of love and loss of protection from danger. According to this formulation, guilt is a function of egoistic motives, and concerns about harm done to others are of secondary importance. The author feels that this foundation fails to capture the experience of guilt, and argues that Freud was describing superego anxiety instead. Friedman reformulates guilt as "an appraisal, conscious or unconscious, of one's plans, thoughts, actions, etc., as damaging, through commission or omission, to someone for whom one feels responsible." In this view, concern for others is not seen as secondary or defensive, but as deriving from primary, nondefensive, and biologically based motivational systems. The author reviews evidence from the fields of ethology, evolutionary biology, and cognitive psychology purporting to demonstrate the existence of "prosocial instincts" mediated by the capacity for empathy, which underlie the experience of guilt. Precursors of these ideas within the psychoanalytic literature are traced to the work of Klein, Modell, Searles, Weiss and Sampson, and others. Finally, Harry Guntrip's central pathology, as portrayed in his account of his analyses with Fairbairn and Winnicott, is seen as a form of survivor guilt based on his beliefs that he had not adequately helped his depressed mother and his baby brother, who died, and that he might have harmed them by his very surviving.