"Don't Make Me Over" is a song written by Burt Bacharach and Hal David, originally recorded by American singer Dionne Warwick in August 1962 and released in October 1962 as her lead solo single from her debut album, Presenting Dionne Warwick (1963), issued under Sceptor Records.

Initially, Warwick had found out that "Make It Easy on Yourself"—a song on which she had recorded the original demo and had wanted to be her first single release—had been given to another artist, Jerry Butler.

[4] From the catchy contemporary phrase, "Don't make me over",[citation needed] Burt Bacharach and Hal David wrote and produced their first US top 40 pop hit (No.

This version, released by Next Plateau Records Inc., became a number-one hit in New Zealand for four weeks, reached number 20 on the US Billboard Hot 100, and peaked at number two on the Billboard Hot Black Singles chart, eventually receiving a gold certification from the Recording Industry Association of America (RIAA).

Bill Coleman from Billboard described Sybil's cover as a "spirited Soul II Soul-ish rendition of the Dionne Warwick classic [that] has smash written all over it".