The purpose of this paper is the argumentation about socio-historical learning, power and morality. The main philosophical traditions of argumentation are the German critical theory and the French postmodern philosophy. The examination is targeted at modernisation as socio- historical learning. The philosophical argumentation and the elaboration of the dialectical theory of culture and civilisation (die Bildung) will be based on the concepts of critical theory that come mostly from the philosophies of Theodor W. Adorno, Max Horkheimer and Herbert Marcuse. The theory of socio-historical learning is based on the theoretical views of Jürgen Habermas, Klaus Eder and Axel Honneth. The dialectics of power and morality provides the main tension of argumentation. The philosophical part of the research is an argumentation between critical theory, the Habermasian theory of communicative action and the Foucauldian power discourse. The historical research was done by researching a re-education project of Germans in the archives of the Frankfurt School. The materials of the archives of Theodor W. Adorno, Max Horkheimer and Herbert Marcuse are significant in the cultural-historical sense for researching the National Socialist and post-war era (1930-1960).The main problems of this paper are: 1) On what basis can modernisation be conceptualised as socio-historical learning, democratisation and equalisation and what has been the significance of education and pedagogy in these processes? 2) How have socio-historical learning, democratisation and equalisation materialised in the light of the National Socialist politics of truth and the subsequent re-education programmes aiming at democratisation?What was learnt in Auschwitz and from Auschwitz? National Socialism taught the totalitarian method to exercise power that was based on subordinative and suppressing supremacy, fraud, propaganda and manipulation as well as violence, killing and death. It was the process of learning to keep silent about the insults that were inflicted. It was learned, above all, what it means to be persecuted. National Socialism and its barbarous incarnation, Auschwitz, taught, or it should have taught, that this kind of exercise of power is morally condemnable. The relationship between pedagogy and learning is, however, not the linear relationship of effect. Pedagogy does not merely produce the intended learning results but it also produces unintended "by- products". The National Socialist education did not produce the desired results in all respects but also produced unintended results. It was not successful in manipulating all of the Germans into supporters and implementers of this ideology that was functional for the totalitarian system. In addition to manipulation, there was also activity that can be more justifiably referred to as education on the basis of the fact that it fostered human growth and "die Bildung" (the formation of culture and civilisation according to the human rights) unlike the National Socialist propaganda and manipulation did. The manipulation pursuant to the totalitarian ideology did, however, function efficiently as a rule. This manipulation which was realised as "education" also had its own risks which was seen in the post-war situation when it became apparent that the manipulation had not resulted in very permanent learning results favourable to the National Socialist ideology in the minds of people. An effort was made to root out the social and historical learning processes conforming to the National Socialist ideology as carefully as possible after the collapse of the National Socialist system - this effort was the re- education of the Germans.