This article explores the relationship of Foucault to Marxism. Although he was often critical of Marxism, Foucault's own approach bears striking parallels to Marxism, as a form of method, as an account of history, and as an analysis of social structure. Like Marxism, Foucault represents social practices as transitory and all knowledge and intellectual formations as linked to social relations and power. In this he asserts the historical relativity of all systems and structures--of society, of thought, of theory and of concepts, while at the same time not denying a materialism of physical necessities. Yet while Foucault's approach reveals these important similarities to Marxism, the differences, claims the author, are fundamental. These concern his rejection of Hegel's conceptions of history and society as a unified developing totality, his rejection of essences and teleology, and his rejection of any utopian impulse revolving around the laws of economic development or the role of the proletariat in history. Foucault's own conception of change, in fact, is represented in ways that are altogether different to Marx's approach, and ultimately supports localistic forms of resistance and specific forms of democratic incrementalism, rather than revolutionary or totalistic strategies as the basis of transforming society. (Contains 25 notes.)