Utilitarianism is often thought to be insufficiently egalitarian, and to lack a plausible theory of distributive justice. This chapter discusses these objections. It begins by discussing the inadequacy of some simple utilitarian theories of justice, before arguing that utilitarians should treat justice as exhausted by respect for moral rights. This view captures the importance of some kinds of equality, but not all. The chapter then discusses the importance of substantive equality, focusing on cases of known expensive needs. It notes that our intuitions about these cases reflect a distinction between causes of the expense, and argues that utilitarianism can provide a better account of this than is provided by egalitarian views. The result is a theory according to which substantive equality is a matter of good social policy rather than a requirement of distributive justice.