The long-standing understanding of the British 1832 Reform Act as an elite response to a revolutionary threat has been given renewed prominence in recent work on the political economy of democratization. But earlier episodes of popular revolt in Britain led to elite unity rather than elite concessions. This article argues that the absence of effective elite closure against parliamentary reform in the early 1830s was the result of an extended process of state reform that had the effect of gradually reducing the capacity of the monarchy. This deprived the crown of patronage required for the construction of an antireform coalition, while also mollifying the reformers' fears that mass mobilization would invite repression and with it the recalibration of theconstitution in favor of the monarchy. Therefore, while pressure from below was indeed critical to the passage of parliamentary reform, its contribution was mediated by institutional changes that, over time, weakened the sources of resistance to change and rendered reformist elites more amenable to the necessary reliance on the threat of force. This case study thus establishes that change at critical junctures can be subject to the influence of incremental institutional change occurring in relatively settled periods.