Envy is disturbing – a disturbing feeling and a disturbing concept in psychoanalysis. Freud’s idea of penis envy has aroused anger in many women, especially feminists. Klein’s idea of constitutional envy evoked a storm of protest by many analysts. In this chapter I discuss envy as defined and used by Klein herself and by later Kleinian analysts, but I also describe clinically two ways of experiencing and expressing envy that I think show qualitative as well as quantitative differences. I then describe a model of the conscious and unconscious feelings accompanying processes of giving and receiving, not only because I believe that these processes are central to understanding envy but also because I have found them to be clinically useful.