Harry Harootunian, Department of History, New York University, discussed the Japanese model of peaceful evolutionary modernization in the context of Cold War politics and also talked about other theories of modernization. He provided a critical analysis of Modernization Theory and the political rationality for the reform of Japanese society under American occupation. Carol Gluck, Department of History, Columbia University, talked about the problems with various theories of modernity and the need for new paradigms. She proposed several criteria for study of the historicity of modernization, using Meiji Japan as a frame of reference. Fred G. Notehelfer, Director, UCLA Center for Japanese Studies, discussed modernization of Japan in terms of the economic and socio-political changes that took place during the Tokugawa and Meiji periods. He argued that the new class of wealthy village merchants was instrumental in the reformation of Japanese society. The accompanying audio files provide the complete recording and audience discussion of the talks given by the authors. No formal paper is included. Those who download the audio files must have their own software for playing and listening.