In 1756 Adam Smith reviewed Jean-Jacques Rousseau’s Discourse on Inequality and claimed that it was indebted to the second volume of Bernard Mandeville’s The Fable of the Bees. While much recent scholarship has taken this as the point of departure for studying Smith’s engagement with Rousseau, the place of Mandeville in shaping that engagement has been largely neglected. This article brings Mandeville back into the picture and reassesses Smith’s engagement with both thinkers in light of the connections he identified between their works. This involves reconstructing Mandeville’s historicized account of the development of sociability and government, and showing how Rousseau developed this to articulate his critique of modern society. In evaluating Smith’s response to this challenge, it is argued that he only partially succeeded in distancing his own analysis of commercial society from Mandeville’s principles.

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