Covert procedures used for behavior modification are discussed. These methods are labeled “covert conditioning” procedures because it is assumed that empirical generalizations of overt conditioning apply to the manipulation of covert processes. Four covert conditioning procedures are discussed: covert sensitization, covert positive reinforcement, covert negative reinforcement, and covert extinction. These procedures are conceptualized within the operant framework and it is assumed that the parameters of overt operant conditioning procedures are similar to those of covert conditioning. Clinical examples of the application of covert conditioning are presented together with references to experimental literature.