During the last twenty years, several writers have drawn attention to the role played by friendly societies and other mutual-aid organizations in the development of Britain’s welfare state. Proponents of mutual aid have argued that these organizations were part of the rich associational culture of working-class life; that they represented a viable alternative to state welfare; and that they were eventually undermined by it. However, this article highlights the challenges that these organizations were already facing toward the end of the nineteenth century as a result of changes in working-class culture and the rise of more commercial insurance agencies. It suggests that the rise of state welfare was not so much a cause of these difficulties as a response to them. It also examines the role that friendly societies played in the expansion of welfare services after 1914 and their attitude to calls for further expansion before 1945.