It was found in the analysis of patients with anorexia nervosa that when they resumed normal weight and began menstruating again, analysis focused on their complex and pathological body image, which was manifested consciously by an intense fear of being fat. Scrutiny of nonanorexic women in analysis showed them to have a less intensely cathected fear of being fat or body-image disturbance, and observation and questioning of normal women in our culture showed many of them to also have this fear. Unconsciously caused by their feminine identification, many male homosexuals and men with severe latent homosexual conflicts were found to have the fear of being fat, in contrast to other men who do not evidence the fear. The fear of being fat is greatly overdetermined, and clinical material is presented to demonstrate that conflicts from every level of development--pre-Oedipal, Oedipal, adolescent, and adult--are displaced onto and masked by the fear.