While there is much common ground between the writings of Amartya Sen and John Stuart Mill particularly in their advocacy of freedom and gender equality one is a critic, while the other is an advocate, of utilitarianism. In spite of this contrast, there are strong echoes of Sen s capability approach in Mill s writings. Inasmuch as Mill sees the capability to be happy as important he holds a form of capability approach. He also thinks of happiness as constituted by the exercise of certain capabilities (including the higher faculties). Furthermore, Mill addresses the possibility that people can adapt to limited opportunity, which is central to Sen s critique of some utility -based views. By contrasting contentment and happiness Mill suggests one way in which a utilitarian might address cases of adaptation. His discussions of capabilities and of adaptation are consistent with his utilitarianism.