Reports the case of a 50 yr old female borderline patient who was hospitalized with a history of alcoholism, suicidal & self-destructive behavior & dependent relationships (particularly with her outpatient therapist for 10 yrs). The S’s progress during her yr of inpatient therapy is described. Family sessions were begun during inpatient treatment. After discharge, the S continued twice a week outpatient therapy with a therapist who established clear boundaries for the relationship.