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This paper deals with noun incorporation data from Northern Athapaskan languages, which have not hitherto been analyzed formally. Based on semantic characteristics of noun incorporation and on incorporation from oblique and subject positions, we claim that this phenomenon does not obey the syntactic rules posited by Baker (1988). A theory which seeks to constrain noun incorporation in terms of grammatical relations is not adequate for explaining it in Northern Athapaskan. A functional approach (Givón 1984, 1985), which is sensitive to the semantics and pragmatics of incorporation, is found to be more adequate. We argue that noun incorporation is a functionally motivated process at the interface of morphology and syntax that changes linguistic coding from independent and salient to dependent and nonsalient.