There are criticisms of Michel Foucault that embody two separate issues. The first derives from an ethical-political interest regarding which types of power are to be defended or attacked. The second, although related to the first, focuses on the coherence of a theory that treats truth as a product of power; writers such as Jurgen Habermas and Charles Taylor argue that Foucault lacks a criterion of truth and, therefore, cannot discuss power without collapsing ideology, myth, and truth. In this paper, I want to limit my discussion to the first. While several commentators and scholars have raised these issues, two articles by Nancy Fraser probably offer the clearest and most informed appraisal of the problems raised by Foucault's books, essays, and interviews. Two passages succinctly summarize Fraser's and others' difficulties with Foucault's treatment of modern power: If one asks what exactly is wrong with that (carceral) society, Kantian notions leap immediately to mind. One cannot help but appeal to such concepts as the violation of dignity and autonomy involved in the treating of persons solely as means to be causally manipulated. But again, these Kantian notions are clearly related to the liberal norms of legitimacy and illegitimacy defined in terms of limits and rights. The interesting result of these considerations, to give away the ending, is that in light of all the difficulties exposed, good old-fashioned modern humanism or some properly detranscendentalized version thereof, begins to appear increasingly attractive. First, I want to show why I think Fraser and similar critics are correct in claiming that Foucault assumes some conventional human values such as freedom, individuality, and reciprocity. It will be pointed out, however, that these values do not apply solely to modern humanism. The Kantian notion of dignity or the liberal belief in individual autonomy may present two conceptions of human values but are neither the only nor necessarily the soundest conceptions. Second, I want to argue that if these human values can be distinguished from their incorporation by modern humanism, then we can follow Foucaultâs assessment of modern society, or any society, and outline his various rejections of humanism while upholding his criticisms of domination and calls for resistance. In other words, we can believe in values ostensibly shared by humanism without being a humanist. To accept modern humanism is, according to Foucault, to believe in the concept of man. In order to understand why Foucault questions the concept of man, we must return to several key passages in The Order of Things. By divorcing this seminal text from his many insights in Discipline and Punish and The History of Sexuality we miss the theoretical and historical themes that guide Foucault's genealogy of the human sciences, their duplicitous relation with power, and modem power's harm to those values. Finally, assuming my central claim in distinguishing modern humanism from human values is correct, I consider two questions that may follow: (1) Granted that Foucault rejects man, what justifies his belief in individuality and freedom? and (2) however justified his beliefs may be, how do they relate to contemporary forms of power and social practices? If these two questions can be addressed, I think we have a reasonable account of Foucault's attempt to criticize power without clinging to humanism.