Public higher education has undergone a process similar to that in the national polity: a one-sided struggle by those with power to shape the institution to be more market driven, more focused on what will generate (non-state) revenues, more dominated by top administrators, and less concerned about the working class and people of color. This article examines these trends nationally with a focus on one case study, the University of Massachusetts Amherst, the state's public higher education flagship university. First the article examines the concentration of power in fewer hands. Second it looks at the squeeze in the middle, the way cuts in state appropriations coincide with increases in tuition and fees. Third, it examines attacks on the working class and people of color through changing the rules on affirmative action, reducing support services for students of color and others, and shifting away from needs-based financial aid toward an increased reliance on so-called merit-based financial aid. Fourth, the article describes a vigorous attempt to contest these changes, which has won some victories and has certainly helped to raise awareness of the class issues involved in the transformation of public universities. Finally, the article assesses both the main trends and the efforts to contest those changes. (Contains 9 notes.)