This study attempts to examine the aspects, debated by modern historians in the U.S.A., of Tokugawa Japan. The academic foundation of Tokugawa Japan could be largely divided into two schools, namely the Norman line and the Reischauer line.<BR>The Norman line, influenced by the Japanese Marxist ideology, argued that Meiji Japan was undemocratic with its roots in the Tokugawa period. As a result, they tended to have a negative view toward the Tokugawa period. On the other hand, the Reischauer line, based on the modernization theory, claimed that the Meiji period brought upon a successful development for modern society. This thesis resulted in a positive view that Tokugawa Japan must have had a precondition relating to modernization.<BR>Although evaluated differently, both lines have recognized the existence of a link between the Tokugawa and the Meiji period. Therefore, the understanding of Tokugawa Japan seems to be determined by the evaluation of Meiji and what followed.<BR>This Tokugawa (traditional society) -VS.-Meiji (modern society) contrast shows the approach in which the American academic circle analyzes the Tokugawa period. What is needed for a better understanding of Tokugawa Japan will be a constructive dialogue between the Norman line and the Reischauer.