This thesis is an historical social analysis of the Southern textile industry of 1880 to 1940, the industry which brought about the industrialization of the South. The initial class relationship institutionalized between the emerging industrial elite and the proleteriat was the socio-economic system of industrial paternalism, which disappeared from the Southern Piedmont in the 40s when mills began to sell villages. This thesis attempts to explain the demise of industrial paternalism in the case of the Southern textiles. Conventional treatments of paternalism regard its disappearance as either a product of the inevitable progression toward pluralistic industrialism or as a result of one or more historical factors. In this thesis, paternalism's demise is viewed as a result of a social process--the working out of the ever-dynamic "relations of power" between textile owners and workers. Four class-analysis theories are used to highlight different social and economic features of the historical case. Specifically, I research the relative impact of the alternative labor market, the consolidation movement, scientific management, social legislation, and worker organization. My results indicate that the introduction of scientific management negated the substance of paternalistic relations, but the form of paternalism, namely the mill village, continued to function as an effective means of union prevention. Not until the New Deal did mill village paternalism really become untenable, when the state intervened to set a textile minimum wage and maximum hours and to protect union organization. It is shown that, contrary to popular opinion, worker organization and the textile union had a significant impact upon the destiny of paternalism, both sustaining its life as a means of labor control, and propelling the developments that rendered it ultimately ineffective. The findings corroborate Karl Polanyi's contention that inclusion of the non-economic is vital. / Master of Science