There is considerable pessimism in England and Wales about the main policy directions of the last 20 years. England and Wales have attempted to develop alternatives to custody, but the concept of alternatives has limitations and the success of alternatives to custody in reducing the prison population has not been very great. In certain respects, some custodial measures have had modest success, but most of them have run into severe difficulties of one kind or another. Perhaps most significantly, the current prison population is at a record high level. This is partially attributable to increasing crime rates; yet, the proportionate use of custody by courts has been rising slowly but steadily since the mid-1970's. Additionally, the number of prisoners per 100,000 population in England and Wales is among the highest in Europe, especially because of the comparative length of prison sentences. Many radical and liberal critics of England's criminal justice system are inclined to accept Mathiesen's view that alternatives to custody all too often turn out not to be real alternatives but rather ways of buttressing the social institution to which an alternative is sought. A further criticism is that alternatives to custody actually become additions to the criminal justice system and thus tend to increase both the real number of offenders in the system and the amount of social control intervention. Meanwhile, the British Government has initiated a large-scale prison building program to accommodate those who receive custodial sentences. 57 references and 7 tables