There is a particular terror that many male patients experience and often flee from as they approach feelings associated with the early maternal erotic transference. While preoedipal regression stirs degrees of anxiety in all men (Tyson, 1982b), the primal fear of intimacy experienced by schizoid males may provoke the terror of annihilation. In this paper, I review and integrate our understanding of the maternal erotic transference (Wrye & Welles, 1989) and the maternal erotic countertransference (Welles & Wrye, 1991) to illuminate the nature and implications of this “erotic terror” for male patients and their analysts. Brief clinical examples will illustrate a neurotic male's muted entry into shifting preoedipal and oedipal maternal erotic transference and compare and contrast this with the appearance of the maternal erotic transference and resistances to preoedipal erotic terror in a more disturbed male analysand.