There is considerable evidence for the effectiveness of Wolpe's technique for the alleviation of fear by systematic desensitization with relaxation; however, the basic learning principles involved continue to be questioned. Wolpe (1958) argues that counterconditioning by reciprocal inhibition is the principal process wherein aversive stimuli are paired with the relaxation response rather than the noxious response of anxiety. An alternate theoretical approach to this process considers that integral to the systematic desensitization procedure is the relationship between the therapist (E) and his client (S). In the first treatment phase, E teaches S to relax and be relatively tension (anxiety) free. The contiguity relaxation response of the S to the presence of E can have the effect of creating a positively reinforcing situation. In the next stage, E encourages and generally uses his value as a positively reinforcing stimulus to have S relax in the presence of increasingly anxiety-provoking stimuli. Each step along the way should increase E's power as a source of social reinforcement. This might be the necessary and sufficient condition for change, with the change explained by the simpler, more straightforward theory of operant conditioning. This study compares the effectiveness of reciprocal inhibition by relaxation with a positive social reinforcement procedure in the systematic desensitization of a fear of snakes. The systematic desensitization procedure was modified to use progressive distance from a live snake instead of visual images of items on a fear hierarchy. © 1968.