In Rawls'theory of justice,Rawls has always taken utilitarianism as major rivalry and target of criticism in or-der to justify justice as fairness.Creatively,Rawls categorized utilitarianism into three forms:classic utilitarianism,average utilitarianism and restricted utilitarianism.Comparison between these forms of utilitarianism and two prin-ciples of justice can show advantages of justice as fairness,thus criticize utilitarianism comprehensively.The theo-retical power of Rawls'criticism towards these three forms of utilitarianism is diminishing,especially,limited utili-tarianism constitutes an unignorable challenge to justice as fairness.Utilitarianism will not simply fade away,but en-ter the arena in new forms.In order to replace utilitarianism thoroughly,Rawls must provide more sufficient reasons.