The field of Knowledge Management promises considerable benefits to organisations attempting to manage their intellectual resources, but what is the basis for this claim? In this paper it will be argued that unless the field of Knowledge Management (KM) first addresses the fundamentals of that which it claims to manage, it runs the risk of being discarded as just another failed management fad that promised much but delivered little. It will be argued that autopoietic theory, as developed by Maturana and Varela (1980), offers a useful epistemological basis from which KM may develop as a discipline.