Abstract: Corporate income is subject to a federal income tax when earned by the corporation and again when distributed as dividends to individual shareholders. The effects of this "classical system" on financial and investment incentives, the complexity of the current regime, and questions about its fairness have prompted two major proposals for change: a draft proposal of the American Law Institute Federal Income Tax Project and integration of the individual and corporate income taxes. In this Article, Professor Warren compares the two proposals and concludes that integration is preferable in theory and workable in practice.