This study examines the broad range of moral exhortations in Colossians. The paraenetical sections evaluated include 1.9-10, 21-23; 2.6-7; 3.1-4, 5-17; 3.18-4.1. My primary objective is to determine the ground or basis for paraenesis in Colossians. I submit that there is a clear and consistent relationship between theology and ethics in Colossaians, for paraenesis is repeatedly given a firm theological foundation. The ground for the Colossian paraenesis is primarily Christological (1.9-10, 20-23; 2.6-7; 3.11, 17-18, 20, 22-23), sometimes soteriological (2.11-12; 3.1-4, 9-10), and occasionally eschatological (3.1-4, 24-25). My secondary aim is to analyse the shape of the Colossian paraenesis in terms of the behavioural, historical, and rhetorical nature of the exhortations. Much of the paraenesis in Colossians, particularly the vice/virtue lists and the household code, is traditional paraenetical material which reflects first century Hellenistic moral exhortation. At the same time, the traditional paraenetical material in Colossians is not traditional material simpliciter, for the role of humility (3.12), the nature of love (3.13-14), the placement of the householder under the authority of Christ (4.1), and the Christological foundation (3.11,17,18,22-23) make it distinctively Christian. To evaluate the manner in which the Colossian paraenesis has been shaped by contingency, I examine the nature of the Colossian opposition. The opponents reflect a syncretistic Jewish/pagan mystery cult which the author considered to be a Christological threat. This polemical setting is seen ultimately to shape the Colossian paraenesis, for the paraenesis affirms (esp. 1.21-23; 2.6-7) and elucidates (esp. 3.5- 4.1) the nature of Christ's lordship in the face of rival powers.