This essay interprets John s. Mill's most important writing of democratic theory, Considerations on Representative Government, with a view of his intention and strategy in writing. I argue that with the intention of acquire empathic understanding and acceptance from the British mass Mill adapts a peculiar kind of rhetoric strategy. Praising first the ideal of democracy to greet the mass, then revealing step by step their insufficiency in both intelligence and character, Mill tried to lead them to accept his elitist mode of democracy. Scholars who missed Mill's intention and strategy of argument in this writing regarded him either as a enthusiastic partisan for democracy, an anti-democratic elitist, or a theorist who offered no solution to the contradiction between democracy and elitism. However, Mill is not an enthusiastic partisan for democracy, for democracy, in his view, was no more an ideal, but an essential political reality that should be examined. Nor is he an anti-democrat, for he respects the fact of popular sovereignty8. finally, Mill did offer his solution to the contradiction between democracy8 and elitism. In fact, Considerations on Representative Government as a whole should be considered as his daring enterprise persuading democratic British to accept elitist government.