A re-analysis of English syntax is proposed, in which the forms have and be in their use as 'main verbs' are eliminated from the base and reintroduced by transformational rules.The rules are shown to be minor additions to rules required on independent grounds. Syntactic arguments are given first, then answers to possiblesemantic objections. It is further suggested that the use of these forms as auxiliaries can be explained in the same way.The resulting base rules are shown to be somewhat closer to a reasonable set of universal base rules than the corresponding rules of earlier analyses. The paper concludes with a discussion of analogous constructions in a number of different languages.