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This paper traces Edward Shils’ transition, during World War II, from enthusiasm to harsh criticism of Karl Mannheim, the Hungarian-born sociologist of knowledge. While serving in London, Shils drew upon a direct and explicit intellectual assault on Mannheim by fellow emigrés to England. Even while Shils 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 (LSE) 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 emigré Mannheim critic, Michael Polanyi. Combined, these sustained and sophisticated criticisms helped wrest Shils from his interwar, Mannheim-friendly intellectual coordinates. The implications for Shils’ later propagation of the “mass society theory” label are considered. [ABSTRACT FROM AUTHOR]