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Edward Shils, as a graduate student and instructor at the University of Chicago in the late 1930s, accepted the bleak prognosis of Karl Mannheim's Mensch und Gesellschaft im Zeitalter des Umbaus--which an enthralled Shils had translated into English. During the war, however, Shils came to reject Mannheim's gloomy, dissensual analysis of modernity. This paper argues that Shils' dismissal of Mannheim drew significantly upon a direct and explicit intellectual assault by fellow emigres to England. During the war--even while he maintained regular contact with Mannheim--Shils was exposed to an often vituperative dismissal of Mannheim's work by Karl Popper and Friedrich Hayek, in the pages of the London School of Economics journal Economica. After the war, when both Popper and Shils joined the LSE faculty--Hayek's affiliation dated to 1931--Shils' encounter with their critiques was deepened. And in these early postwar years, Shils became close friends with yet another emigre Mannheim critic, Michael Polanyi. Combined, these sustained and sophisticated criticisms helped wrest Shils from his interwar, Mannheim-friendly intellectual coordinates. ..PAT.-Unpublished Manuscript [ABSTRACT FROM AUTHOR]