England, Wales and the United States have undergone similar neo-liberal reforms, including the increasing use of standardized tests as a means of auditing and holding accountable schools and educators, and the introduction of markets and choice into the educational system. In examining the recent reforms in the U.S., I have attempted to understand why there has been so little resistance to reforms that increase student inequality and reduce teachers' control over what and how they teach. Moreover, the reforms further limit the public's (educators, parents, students and others) opportunities to engage in discussions regarding the purposes and processes of schooling. By examining the policies and the discourses used by policy makers promoting and implementing the reforms, I have suggested that resistance to the reforms has been reduced because policy makers situate the reforms within discourses of fairness and objectivity (Hursh 2003, in press; Hursh and Martina 2003) and "employ forms of expertise in order to govern society from a distance, without recourse to any direct forms of repression and intervention" (Barry at al 1996, p. 14). Likewise, researchers in the U.K have also argued that the reforms in England and Wales have been implemented using discourses that describe the reforms as improving education for all (Gillborn & Youdell 2000) and that the reforms have allowed the state to control schooling from a distance (Ball 1994). This paper examines the similarities and differences between the reforms and suggests explanations for their successful implementation in the U.S., Britain and Wales. Primary sources will include official policy statements, memos from policy makers, news reports and interviews with university critics and educational practitioners. Secondary sources will include analyses in academic publications. This research takes a critical theory approach in suggesting that such reforms are undermining social justice because they decrease "collective problem solving" and undermine the ability of persons to participate "in the decisions and processes" that affect their lives and using their knowledge and skills to affect those around them (Young" 2000, p. 156). Further, as Stephen Ball states, they shift education decision making "from public debate to private choice, from collective planning to individual decision making. Together, management and market remove education from the public arena of civil society, from collective responsibility, and effectively 'privatize' it" (Ball, 1994, pp. 54-5). Ball, S. (1994) Education reform: A critical and post-structural approach. Buckingham, England. Open University Press.Barry, A; Osborne, T. & Rose, N. (1996) Foucault and political reason: Liberalism, neo-liberalism, and the rationalities of government. Chicago: University of Chicago Press.Gillborn, D. & Youdell, D. (2000) Rationing education: Policy, practice, reform and equity. Buckingham, Open University Press. Hursh. D. (in press). No Child Left Behind: The Rise of Educational Markets and the Decline of Social Justice. In Social Justice in these Times, James O'Donnell, , and Rudolfo Chavez Chaves (Eds.) Geenwich, CT., Information Publishing.Hursh, D. (2003) Discourse, Power and Resistance in New York: The Rise of testing and Accountability and the Decline of Teacher Professionalism and Local Control. In Discourse, Power and Resistance: Challenging the Rhetoric of Contemporary Education, Jerome Satterthwaite, Elizabeth Atkinson, and Karen Gale (Eds.) Stoke-on-Trent: Tentham.Hursh, D. & Martina, C. (2003) Neoliberalism and schooling in the U.S.: How state and federal government education policies perpetuate inequality. Journal for Critical Education Policy Studies, Vol. 1. No. 2, October, 2003. Young, I. M. (2000) Inclusion and democracy. Oxford: Oxford University Press.