Description: Marx and Foucault are typically perceived as representing two conflicting approaches to the way in which we understand the role of the state, and the nature of the economy, power, and discursive field (Olssen, 1999). In this paper I explore some of the ways in which their work complements one another and can be used to examine the increasing dominance of neoliberal theories and practices in education. Harvey (2005) describes Neoliberalism as "a theory of political economic practices that proposes that human well-being can best be advanced by liberating individual entrepreneurial freedoms and skills within an institutional framework characterized by strong private property rights, free markets and free trade" (p. 2). In this paper I show how neoliberalism harks back to and builds on early conceptions of capitalism, such as those proposed by where the individual pursuing their own interests in a market system "brought economic gains to each party, and ultimately to the nation as a whole" (Adam Smith 1976/1759). But neoliberalism is also a changing form of governmentality (Foucault, 1979) that seeks to change the way in which we conceptualize the nature of the individual and the state, that seeks to unite a responsible and moral individual and an economic-rational individual" (Lemke, 2002, p. 59).