The basic idea of rule-utilitarianism is that right action should be defined in terms of what would be required by rules which would maximize either actual or expected utility if those rules gained general acceptance, or perhaps general compliance. Rule-utilitarians face a dilemma. They must characterize ?general acceptance? either as 100% acceptance, or as something less. On the first horn of the dilemma, rule-utilitarianism is vulnerable to the charge of utopianism; on the second, it is open to the charge of arbitrariness and lack of philosophical depth. I press this objection, and develop and defend an alternative version of rule-utilitarianism which can evade the dilemma. I call this new version ?variable-rate rule-utilitarianism?.