This paper argues that Foucault's conception of "governmentality" provides a powerful tool for understanding learning and education and links the organisation of learning to both politics and economics in developed Western societies. What is offered by Foucault's conception, I will argue, is a new version of superstructural sociology, which provides a means of understanding how educational and economic practices mutually condition and adapt to each other while avoiding the excesses that plagued Marxist analyses in the later 20th century, which represented such processes as the outcome of a necessary determination. Lifelong learning will be identified as a specifically neoliberal form of state reason in terms of its conception, emergence and development. Although it has manifested a uniformly consistent--albeit not exclusive--concern of serving dominant economic interests, the prospects for moving beyond it depend, I argue, on whether the structures of learning created can be harnessed for other ends; that is, whether embryonic within the discursive programme of lifelong learning is the possibility of linking the discourse to a progressive emancipatory project based upon egalitarian politics and social justice. (Contains 3 notes.)