THE UTILITY OF ANY ACTION IS THE SUM OF ITS PERCEIVED BENEFITS AND COSTS. THESE PERCEPTIONS ARE GOVERNED BY THE INDIVIDUAL'S VALUES AND EXPECTATIONS. APPLIED TO COMPLIANCE BEHAVIOR, UTILITY THEORY POSTULATES THAT THE EXTENT OF COMPLIANCE WITH A LEGAL DIRECTIVE DEPENDS ON THE VALUES AND EXPECTATIONS OF THE INDIVIDUALS (THE TARGET POPULATION) TO WHOM THE DIRECTIVE IS ADDRESSED. TO AFFECT LEVELS OF COMPLIANCE, IT IS NECESSARY TO INFLUENCE VALUES OR EXPECTATIONS. LOW LEVELS OF COMPLIANCE WITH MANY COURT DECISIONS CAN BE EXPLAINED IN LARGE PART BY IMPORTANT LIMITATIONS ON THE WAYS IN WHICH COURTS CAN INFLUENCE VALUES AND EXPECTATIONS. ONE LIMITATION IS THAT COURTS MUST RELY ALMOST EXCLUSIVELY ON PUNISHMENTS RATHER THAN REWARDS. THEY CAN INCREASE THE COSTS OR DECREASE THE BENEFITS OF NONCOMPLIANCE, BUT THEY HAVE VERY LITTLE OPPORTUNITY TO DECREASE THE COSTS OR INCREASE THE BENEFITS OF COMPLIANCE. A SECOND LIMITATION IS THAT COURTS CAN APPLY MOST OF THEIR SANCTIONS ONLY TO PRIMARY RECIPIENTS OF DIRECTIVES--PARTIES DIRECTLY INVOLVED IN THE CASE. A THIRD PROBLEM IS THAT THE CIRCUMSTANCES SURROUNDING A DIRECTIVE OFTEN PRECLUDE THE USE OR EVEN THE THREAT OF JUDICIAL SANCTION. HYPOTHESES ARE FORWARDED REGARDING OPPORTUNITIES TO IMPROVE THE ABILITY OF COURTS TO INFLUENCE COMPLIANCE WITH AND WITHOUT THE THREAT OF SANCTION. FOR INSTANCE, BY PRECISELY PROSCRIBING BEHAVIOR IN THEIR WRITTEN OPINIONS, COURTS CAN SERVE AS SCAPEGOATS FOR LOCAL ACTORS, TAKING THE BLAME FOR UNPOPULAR CHOICES AND THEREBY REDUCING THE COST OF COMPLIANCE FOR THE ACTORS. THE COURTS CAN ALSO ATTEMPT TO SHOW IN THEIR OPINIONS HOW COMPLIANCE WOULD BENEFIT THE TARGET POPULATION. COURTS CAN INFLUENCE VALUES IN TWO WAYS: BY USING THEIR WRITTEN OPINIONS TO ARGUE IN FAVOR OF CERTAIN VALUES, SUCH AS RACIAL EQUALITY IN DESEGREGATION DECISIONS; AND BY ACTING IN WAYS THAT TEND TO ENHANCE THE LEGITIMACY OF THE COURTS, THEREBY ENCOURAGING PEOPLE TO VIEW COMPLIANCE AS A DESIRABLE END IN ITSELF, APART FROM THE GOALS ADVANCED BY A DECISION. SUGGESTIONS FOR EMPIRICAL INVESTIGATION OF THE UTILITY HYPOTHESES ARE OFFERED. REFERENCES ARE INCLUDED. (LKM)