Hungary was by far the largest constituent part of the Habsburg Monarchy, and a considerable European state in its own right. The relationship between the Habsburg ruler and Hungary’s assertive, noble-dominated estates was characterized by a traditional duality between “crown” and “country” which limited the monarch’s ability to raise taxes and mobilize resources. Maria Theresia (1740–1780) skillfully managed this system, while her radical son, Joseph II (1780–90) openly challenged it. He introduced a blizzard of reforms in pursuit of an efficient and unified Habsburg state. His uncompromising reform drive provoked resistance, verging on open revolt by the end of his reign. This chapter argues that effective resistance to Josephist absolutism originated in a group of disillusioned Hungarian officeholders and that these cannot simply be dismissed as dyed in the wool conservatives. Under the new ruler, Leopold II (1790–2) a compromise was reached: the traditional duality was restored and the bulk of the Josephist reform programme was jettisoned. Nonetheless, three key reforms were incorporated which helped to unify the Hungarian élite and made the country, and ultimately the Habsburg Monarchy, better able to face the challenge of the French Revolutionary and Napoleonic Wars.