One objection to utilitarianism as a public philosophy is that utilitarian political institutions would likely deny people the opportunity to lead autonomous lives. A state guided by utilitarianism, it is thought, would likely resemble that we find in Brave New World: a state that exercises autonomy-denying control of its subjects’ lives, but does so in a way that keeps them in a relatively permanent state of bliss. Against this objection, this dissertation argues that, at least in contemporary developed societies, a utilitarian state would have good indirect reasons to secure social conditions which will enable the bulk of its subjects to lead substantially autonomous lives. The aim of the first half of the dissertation is to identify an adequate conception of autonomy. I develop an account of autonomous agency according to which the autonomy of a pro-attitude is a function of (among other things) the number, variety, and degree of viability of the alternatives the agent has had available for rational consideration; and the autonomy of an agent is a function of (among other things) the autonomy of her individual pro-attitudes, with the more central of these weighted accordingly. The second half of the dissertation addresses the social conditions conducive to autonomy and the utilitarian value of those conditions. Because autonomous agency requires the availability of viable alternatives to many, including many of the more central, of an agent’s pro-attitudes, conditions of social diversity will be particularly conducive to autonomy. I defend two Millian suggestions as to how such conditions might be of utilitarian value: by better enabling the members of society to identify and adopt appropriate pursuits and by promoting social progress. I argue that, at least in contemporary developed societies, a utilitarian state would thus have good reason to protect and/or promote conditions of social diversity, and outline a collection of policies that would enable it to effectively do so. As such conditions are conducive to autonomy as well as to utility, a utilitarian state therefore would have good, indirect, reasons to secure social conditions which will enable the bulk of its subjects to lead substantially autonomous lives.