This thesis outlines a syntactic analysis of Noun Incorporation in Cree. In this construction, certain morphemes, 'medials', that appear as the nominal root of an external NP can alternatively appear within a verb. This thesis extends previous analyses of Algonquian medials by utilizing the theory of Incorporation developed in Baker (1988b). Within this theory of grammar, medials are base-generated as nouns within an 'object' NP and then optionally adjoined to the verb stem as a result of head (X$ sp{ rm o}$) movement. Established restrictions on head movement can account for many properties of NI, including paraphrasing, doubling, bare modifiers, possible thematic relations, and differences between NI and compounds. The efficacy of the syntactic approach validates a modular account of polysynthetic word formation. In addition, the distribution of Cree NI validates several putatively universal principles of theta-role assignment.

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