THREE INTERRELATED THEMES ARE EXPLORED IN THE DISCUSSION OF PRISON INTERNAL OPERATIONS. REHABILITATION IS SEEN AS A DEVICE USED BY PRISON ADMINISTRATORS TO MANIPULATE AND CONTROL PRISON POPULATIONS. THE AUTHOR EXAMINES THE DISCRETIONARY POWER HELD BY PRISON OFFICIALS AND HOW ITS MISUSE LEADS TO CONDITIONS OF LAWLESSNESS AND TOTALITARIANISM. PRISONERS' RESPONSES TO PRISON CONDITIONS ARE PRESENTED IN THE WORDS OF INMATES AT SAN QUENTIN AND SOLEDAD AND THROUGH THE AUTHOR'S OBSERVATIONS MADE PRIMARILY AT SAN QUENTIN. CRIME AND PUNISHMENT ARE ANALYZED AS HAVING POLITICAL IMPLICATIONS CONCERNED WITH THE DISTRIBUTION OF WEALTH AND POWER, PATTERNS OF OPPORTUNITY OPEN TO VARIOUS SOCIAL GROUPS, AND STABILITY OF THE EXISTING SOCIAL ORDER. DIRECT PRISONER ACTION, LEGISLATIVE REFORM, AND COURT ACTION ARE DISCUSSED AS APPROACHES TO CHALLENGING THE CURRENT SYSTEM. HOWEVER, THE AUTHOR STRESSES THE ULTIMATE NEED TO RESTRUCTURE FUNDAMENTAL ASPECTS OF SOCIETY BEFORE PRISONS CAN BE SIGNIFICANTLY HUMANIZED. PART OF THE MATERIAL IS BY CONTRIBUTING AUTHORS.