Recent critiques of the usefulness of the concept of class (Pahl 1989; Clark and Lipset 1991) have developed into more specific criticisms of the lack of theory underlying ‘class analysis’ as practiced by Goldthorpe and his associates (Pahl 1993; Rose 1993). In this paper we argue that an adequate theory of class needs to show why classes, defined in the particular way they are, have some claim to be a basis of social power of sufficient importance to justify the emphasis placed on them by class analysis. To answer this question requires that two things be demonstrated: first, that there is an association between class and a range of outcomes; and, second, that the mechanisms giving rise to such associations be specified. Class analysis has little difficulty in answering the first requirement but very great difficulties in satisfactorily addressing the second. In discussing these problems we seek to suggest fruitful future directions for the project of class analysis.