After tracing elements of the offense, the paper describes how Allied, spurred by the adverse publicity over the Kepone case (dumping toxic wastes into the James River) substantially revised its environmental compliance program to the extent of becoming a model for other companies. An examination of the advantages and disadvantages of fining corporations for offenses precedes descriptions of alternatives to fines. Alternatives discussed include the equity fine, which requires a company to create an extra parcel of shares and to vest ownership of that parcel of share in a State agency. Another is the adverse publicity order, which requires a company to advertise its offense in the media. Another option is the punitive injunction or punitive order which requires a corporate offender to conduct internal disciplinary proceedings and modify its compliance procedures in some innovative and demanding way. After discussing the concept of corporate fault, the paper considers the structuring of compliance, the limits and potential of mandatory compliance, and regulatory consultation and commitment to compliance. Among the suggestions for targeting compliance liability at the top of the corporation are increased government dialogue directly with chief executive and making chief executives personally responsible for implementing compliance. 43 footnotes.