The article concentrates on the question of the composition, the internal or- dering and the placement of clitic-clusters (C-clusters) in French and Ital- ian, though clitic data from other languages are drawn in occasionally. The system proposed is top-down transformational, in the terms of Semantic Syntax (Seuren 1996). Clitics are taken to originate in underlying structure as canoni- cal argument terms or adverbial constituents of clauses. During the process of transformation from to surface form, nonfocus, nonsubject, pronom- inal argument terms are assigned values for the features of animacy ((±an)), dative status ((±dat)) and reflexivity ((±refl)). On the basis of these, the rule featurecm� , inducing clitic movement, is assigned or withheld. Plus- values increase, and minus-values reduce, the semantic weight of the clitics in question. Pronouns without the featurecmare not cliticised and stay in their canonical term position in their full phonological form. Pronouns with the featurecmare attached to the nearest verb form giving rise to clitic clusters, which accounts for the composition of well-formed C-clusters. The attachment of clitics to a cluster occurs in a fixed order, which accounts for the ordering of clitics in well-formed clusters. Branching directionality, together with a theory of complementation, accounts for the placement of C- clusters. Clitics often take on a reduced phonological form. It is argued that, in French and Italian, which are languages with a right-branching syntax and a left-branching flectional morphology, postverbal clitics, or enclitics, are part of left-branching structures and hence fit naturally into the morphology. They are best categorised as affixes. Occasionally, as in Italian glielo, dative clitics (e.g., gli) turn preceding lighter clitics (e.g., lo) into affixes, resulting in the left- branching structure glielo ,w here-lo is an affix. In a brief Intermezzo, instances are shown of the irregular but revealing lui-le-lui phenomenon in French, and its much less frequent analog in Italian. On these assumptions, supported by