An understanding of the moral reasons for the welfare state is the prerequisite of any criticisms of it. In the past two deceases. Report E. Goodin has argued for a moral reason grounded in the moral principle of protecting the vulnerable. This paper provides a critical discussion of Goodin’s welfare theory, which may be summarized as the thesis that the welfare state shoulders our collective responsibility to provide assistance to those that the welfare state shoulder sour collective responsibility to provide assistance to those whose interests are dependent upon and vulnerable to our actions and decision, in order to protect them from being exploited in virtue of their vulnerabilities and dependencies. Kittay’s feminist critique of the welfare state, in general, and Goodin’s vulnerability model, in particular, is brought into discussion as well, as part of the critical evaluation of Goodin’s welfare theory, in which I argue that Goodin’s welfare theory is vulnerable to theoretical and practical difficulties.