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Over the past two hundred years or so, there has been a remarkable growth in the professionalization of occupations. This article identifies a range of social theories that may be used as maps and compasses to gain a deeper understanding of the processes of professionalization and the roles of professional education and particularly continuing professional education (CPE) in these processes. Underlying the article is the notion that educators working in this field are poorly served by the lack of adequate social theory. The article discusses limitations inherent in technicist and instrumentalist theories and various forms of liberal functionalist theory of professionalization and CPE. It then goes on to suggest the beginnings of an alternative critical social theory that may inform our thinking about professionalization and CPE. It suggests that sites of continuing professional learning and education may usefully be conceptualized as sites of struggle, and identifies a number of areas of tension and contradiction that, it is argued, must inform debates about the aims, purposes and structure of CPE, about who should gain access to what forms of knowledge, and about which forms of knowledge should be seen as most valuable. It suggests that these questions are primarily political and cannot be resolved in instrumental and technical terms alone. The contradictions and tensions identified give rise to ethical issues, issues of competence, excellence and mediocrity, issues surrounding the role of the state, professional self-regulation and monopolization, the links that may or may not be developed with wider political and industrial struggles of working people, issues concerned with occupational imperialism vs. the legitimation of occupations, professionalization and bureaucratization, and issues concerning professionalization and globalization. The hope is that this article will provoke further theorizing. In particular, I hope that it will stimulate critical research, which will look historically at the professionalization of a range of occupations and the role of CPE in this process.