The idea that the exercise of state power should be limited so as to permit free choice in matters of personal conduct has been central to liberalism ever since John Stuart Mill defended the harm principle. However, this surface agreement conceals deeper disagreements. One disputed matter relates to the nature of the tolerant state: is it a state that refrains from improving our moral character by coercive means is it a state that takes no interest whatsoever in the moral character of our lives? A second matter relates to the philosophical justification of tolerance. Should it be justified by relying on distinctively liberal values, such as personal autonomy and self-determination? Or is a less controversial justification available — one that can be endorsed by non-liberals as well as liberals? This article explores these issues. It examines the views of Ronald Dworkin, John Rawls and Joseph Raz, arguing that Rawls?s version of liberalism provides both the best conception and the best justification of the liberal ideal of tolerance.