We propose focal modulation networks (FocalNets in short), where self-attention (SA) is completely replaced by a focal modulation module for modeling token interactions in vision. Focal modulation comprises three components: $(i)$ hierarchical contextualization, implemented using a stack of depth-wise convolutional layers, to encode visual contexts from short to long ranges, $(ii)$ gated aggregation to selectively gather contexts for each query token based on its content, and $(iii)$ element-wise modulation or affine transformation to fuse the aggregated context into the query. Extensive experiments show FocalNets outperform the state-of-the-art SA counterparts (e.g., Swin and Focal Transformers) with similar computational cost on the tasks of image classification, object detection, and semantic segmentation. Specifically, FocalNets with tiny and base size achieve 82.3% and 83.9% top-1 accuracy on ImageNet-1K. After pretrained on ImageNet-22K, it attains 86.5% and 87.3% top-1 accuracy when finetuned with resolution 224$^2$ and 384$^2$, respectively. When transferred to downstream tasks, FocalNets exhibit clear superiority. For object detection with Mask R-CNN, FocalNet base trained with 1$\times$ outperforms the Swin counterpart by 2.1 points and already surpasses Swin trained with 3$\times$ schedule (49.0 v.s. 48.5). For semantic segmentation with UPerNet, FocalNet base at single-scale outperforms Swin by 2.4, and beats Swin at multi-scale (50.5 v.s. 49.7). Using large FocalNet and mask2former, we achieve 58.5 mIoU for ADE20K semantic segmentation, and 57.9 PQ for COCO Panoptic Segmentation. These results render focal modulation a favorable alternative to SA for effective and efficient visual modeling. Code is available at: https://github.com/microsoft/FocalNet.