This paper attempts to analyze the Confucian Project promoted by Lee Kuan Yew in the 1980s and early 1990s. First it points out that Lee, with his "baba" background, educated in English at Raffles and Cambridge, had first adopted a negative policy toward Chinese education and Chinese culture. Then the paper analyzes in more detail the transformation of Lee and the change of policy with regard to Chinese language and culture. Specifically the paper examines the Confucian Project introduced by Lee since 1982. Using the paradigam of "Inner Sageliness-Outer Kingliness" (nei-sheng wai-wang) in Neo-Confucian thinkinig, the paper analyzes Lee's Confucianism in two areas, domestic affairs and foreign relations. It is the assertion of the author that Lee, influenced by pragmatic and functional concerns, applied Confuciansim with a "paradigm shift"-"Outer Sageliness" and "Inner Kingliness". The former capitalizes his stand on "Asian Values", seeing Confucian ethics and morality as the cultural foundation for Asian countries and that Western values of individualism, human rights and democracy should not be imposed upon Asian nations. The latter refers to his application of Confucian ethics in Singapore for political stability, authoritarianism, and social engineering.