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While the psychological literature is replete with examples of desensitization to phobic stimuli, few studies have documented successful interventions conducted with individuals identified as mentally retarded. The study describes desensitization to basic medical examining equipment in a youngster with severe mental retardation and autistic tendencies. Following desensitization to feared stimuli through the repeated exposure of baseline, intervention was initiated on the remaining feared stimuli through a learner control technique which combined modeling, behavioral rehearsal, and a variation of contact desensitization (Ritter, 1968). Results of a return-to-baseline design suggested that the medical examinations feared most by the child were of the same functional response class and that they did respond positively to intervention. Discussion of the methods and results provides practical implications for health professionals as well as offering hypotheses regarding the potential communicative and adaptive functions phobic manifestations serve in persons who experience significant handicapping conditions.