This paper is a discussion of Joseph Raz’s view of well-being, as presented in his book “The Morality of Freedom” (1986) and various articles. Some of the advantages of Raz’s position are outlined. The position is then criticized as follows: (I) Raz should give an individual’s own goals a smaller role in explaining well-being, and good-making characteristics a larger one. (II) He makes activity, as opposed to passivity, too important. (III) He implausibly makes the value of one’s own well-being dependent upon one’s beliefs and desires. (IV) He exaggerates the significance of ‘action reasons’ and social forms. (V) He should accept both that well-being and morality may seriously conflict and that well-being and autonomy are less dependent on morality than he suggests. The paper ends with a brief discussion of one of the most important implications for political theory of these suggestions.