This paper examined the nature and criticisms of judicial policymaking in the context of institutional reform litigation generally and prison reform litigation specifically. After a discussion of the various perceived dangers of judicial policy-making in institutional reform litigation, and the counter-discussion of why judges assume the role of policy-maker despite these perceived dangers, the paper undertakes a case study of a major prison reform litigation, The St. Louis City Jail case--Tyler v. U.S., (74-cv-00040, E.D. Mo.), 602 F. Supp. 476 (E.D.Mo. 1984); 737 F.Supp. 531 (E.D.Mo. 1990); 135 F.3d 594 (8th Cir.1998)--to examine the criticism the three district judges responsible for that litigation could have been susceptible to on policy-making grounds and the balance each struck between the desire to institute policy reform in the name of justice on the one hand and the desire to remain a neutral arbiter who merely manages litigation without apparent bias or implicit favoritism on the other. The evidence leads the author to the conclusion that even the most “hands-off” federal judge must engage in policy-making when there has been a violation of constitutional rights by a governmental institution, and that even the most “hands-on” federal judge, and one whose desire is solely to see his preferred policies enacted, is limited by the nature of institutional reform litigation and cannot effectuate his preferences without the support of public opinion and at least some of the government actors who must comply with his remedial decrees.