Objective:This study is going to show the inherent contradictions and logical results of welfare state regarding to classical attitudes and to list Popper’s theory of welfare state against these attitudes. Then the view points of modern critics will be discussed and the response ability of each philosophical bases of welfare state will be tested. Then the following questions will be replied: 1- how welfare will be realized in Popper’ s view? 2- what’ s the theoretical base of making welfare state in Popper’ s view? Method: this study has been done by referring to studies and documents in library. Findings:Bentham and Mill’s welfare theory has been based on providing more welfare for more people in society. Disagreed with these classic philosophers and agreed with M.Oakeshott and R.Nozick , Popper believes that determining any welfare for people is a great mistake that leads to autocratic governments and since it is too difficult to determine welfares for people in a society, there is no general agreement on it and most of them aren’t the same and sometimes they are even contradictory. But on the contrary with welfare state opponents, Popper doesn’t consider welfare state extermination as a solution, but provides a more reasonable solution. He believes that instead of increasing welfare for more people, avoidable suffering and stress should be decreased. Results:According to Popper , the state is a necessity, also he believes that the state should be authorized in some cases in order to cope with its welfare aims for society. While some philosophers such as Bentham and Mill expected the state to do a lot of duties but chanted slogan of reducing the state. Also this Popper’s view is against what hasn’t been considered by M.Oakeshott and R.Nozick. They believe in absolute freedom of human and consider no authority for the state. But according to Popper’s attitude, there are two basic problems: firstly, boundless freedom of human finally will lead to lack of freedom and secondly, some social problems such as poverty, contrast and discrimination will be increased. But Popper solution is more realistic and will decrease social problems by giving more authorities to the state. Finally Popper suggests Graduate Social Engineering to achieve welfare state aims which is a way to find and overcome more general and main problems of the society