This paper considers the structure of the what with PRO V-ing construction in English, which is an absolute phrase and induces the potential PRO theorem violation. It is argued that the with of this construction is the complementizer with which differs from ordinary absolute with in that it can cliticize to Infl in parallel with the for to construction discussed in Henry (1992). It is also argued that the significant relation among these constructions should be defined within the dynamic model of grammar initiated by Kajita (1977, 1983).