Cultural materialism has become an influential discipline in recent years, particularly so in 'Renaissance' studies, but also more generally in 'English', as well as departments defined as practising 'cultural' or 'communications' studies. The phrase is usually linked with the name of Raymond Williams, but a cursory examination of Williams's own work quickly establishes that it is a phrase he rarely uses, and only schematically attempts to define. The thesis therefore takes the form of an investigation into the way cultural materialism has come to be understood, by examining in detail the trajectory of Raymond Williams's theoretical development, and how his own engagement with various theoretical positions has helped to set 'limits' on the meaning of cultural materialism. Chapters 1 and 2 deal with some of Williams's earliest work, particularly Reading and Criticism, as a way of investigating how reasonable it is to tag him as a 'Left-Leavisite', arguing that Leavis's undoubted influence is resisted (though not entirely rejected) from a very early stage. The first chapter considers in detail Leavis's work at Cambridge, the influence of Eliot, and the significance of the 'Organic Community'. Chapter 2, which is based around a comparative analysis of Williams's and Leavis's readings of Dickens, argues that Williams rejects the 'organic community' in favour of his 'knowable community'. Chapters 4 and 5 deal with specific 'theoretical' issues: the first, based around a reading of Terry Eagleton's critique of Williams's use of the Marxist metaphor of 'base and superstructure', shows some of the problems which arise from Williams's cultural model, as well as suggesting refinements; the second deals with the influence of Volosinov's theories on Williams. Chapter 6 comes out of Williams's readings of the 'Country-House' poems in The Country and the City, showing how his practice of literary criticism relies on an acceptance of 'ideology' apparently denied in his more 'theoretical' writings. This analysis is extended as a result of investigations into the 'De L'Isle' manuscripts relating to the Penshurst estate. Chapter 7 argues that it is possible to see the work of Fredric Jameson as developing Williams's cultural materialism into Jameson's debates on postmodernism. In the Introduction and Conclusion, I have taken the opportunity to look briefly at the activity of cultural materialism as it has developed since Raymond Williams's death in 1988. The Introduction emphasizes what I see to be important methodological differences between 'cultural materialism' and 'new historicism'; the Conclusion deals with the continuing debate over the value of a cultural materialist approach by considering the 'appropriation' of Shakespeare.