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Abstract In this paper we argue that a potentially important mechanism by which modernization leads to democratization is a rise in de facto power as more of the population becomes educated. Analyzing a model in which the polity dictates the pace of modernization through its choice of public education expenditures, we first show that (i) an autocrat must eventually fund public education as long as the masses begin with some de facto power even though it lowers the income of the group he represents, and (ii) an autocrat never relinquishes power unless de facto power increases as the economy modernizes. We then present evidence that increases in education and de facto power have very often preceded the transitions of autocratic regimes to democratic ones.