THE REPORT WAS PREPARED IN RESPONSE TO THE SUBSTANTIAL COUNSEL FEE AWARDS AGAINST STATES IN CIVIL RIGHTS CASES THROUGHOUT THE COUNTRY. THE ISSUES ADDRESSED WERE GIVEN INCREASED IMPORTANCE BY THE JUNE 1978 DECISION OF THE U.S. SUPREME COURT THAT THE CIVIL RIGHTS ATTORNEYS' FEES AWARDS ACT OF 1976 ABROGATES THE STATES' 11TH-AMENDMENT IMMUNITY TO RETROACTIVE MONETARY LIABILITY IN THE FORM OF ATTORNEYS' FEES. STANDARDS IN THE CASE LAW FOR THE EXERCISE OF JUDICIAL DISCRETION IN THE AWARDING OF REASONABLE FEES TO PREVAILING CIVIL RIGHTS PLAINTIFFS ARE EXAMINED, WITH A VIEW TO CONSIDERATIONS THAT STATE DEFENSE ATTORNEYS CAN CITE AS REASONS FOR DENYING FEE AWARDS OR FOR GRANTING LESSER AMOUNTS. THE REPORT CONCLUDES THAT, IN LIGHT OF THE PURPOSE OF FEE AWARDS, A REASONABLE AMOUNT SHOULD BE NO HIGHER THAN WHAT IS NECESSARY TO ATTRACT COMPETENT COUNSEL TO HANDLE CIVIL RIGHTS CASES. SPECIAL ATTENTION IS DIRECTED TO THE ISSUE OF FEE AWARDS TO PUBLIC INTEREST LAW FIRMS AND LEGAL ASSISTANCE OFFICES. A TABLE OF CASES IS PROVIDED. (AUTHOR ABSTRACT MODIFIED--LKM)