Action-research's epistemological problem is that it proposes an opposition to positivist forms of social inquiry while implicitly using a positivist epistemology to justify its own procedures. This work is an attempt to formulate an alternative epistemology for action-research. A selection of action-research writing is critically reviewed in order to show the lacunae and inconsistencies which necessitate a more thoroughly argued theoretical framework. This alternative epistemology is based on a reflexive theory of consciousness and language, and on a dialectical theory of the self-other relationship. In this way it proposes the possibility of a theorizing Subject, and in particular its specific autonomy in relation to theories of ideology and of societal and psychoanalytic determinism. The argument has the following stages. Chapter One introduces the general theme. Chapter Two analyzes the relationship between action and research, not as a process of evaluation or prescription, but as a dialectic of reflexive and critical questioning. Chapter Three critically considers theories of the self and of the unconscious in order to formulate the possibility of critical self-reflection. Chapter Four analyzes the social relationships of the research process, criticizing the Habermasian notion of -emancipation", and analysing the relationship between criteria for the improvement of professional practice and the criteria for adequate research, including a consideration of how action-research might relate to the processes of professionalized institutions. This section involves an analysis of theories of professionalism and bureaucracy. In Chapter Five the argument turns more generally to the forms of validity to which action-research might aspire, criticizing such notions as "naturalistic theory" and "illumination", and formulating validity in terms of reflexivity and dialectics. In this context, also, action-research attempts to invoke "aesthetic" modes of understanding are considered, and a contrast is drawn between action-research's reliance on forms of representational realism and reflexive theories of textual structure and response. Chapter Six, the conclusion, draws together the foregoing arguments in order to present six critical propositions, as a set of implications for the renewed practice of action-research.