By all conventional measurements of modernization and development, from communication and education to bureaucracy and urbanization, Arab societies have been undergoing an impressive transformation. There is, however, a wide gap in the Arab Middle East between such a transformation and the political consequences of modernization. In other words, the Arab Middle East exhibits a sharp contrast between its societal and political progress. In the case of Yemen, such a gap looks different from the one that exists in the rest of the region. In addition to being a country with the weakest and most limited bureaucracy in the Arab world, Yemen has, also, the lowest level of urbanization and education in the region. According to United Nations Human Development Report for the year 2004, 73.7 % of Yemen’s population are living in rural areas, and the country has a combined gross enrolment rate for primary, secondary and tertiary schools of 43%. In 2008, Yemen was rated near the bottom of the Human Development Index (HDI) by the UNDP; as number 153rd out of the 177 countries with HDI data, and it ranked as number 82 out of 108 countries in the Human Poverty Index. The United Nations Human Development Report 2006, for instance, indicates that the percentage of Yemeni population who live below National Poverty Line is 41.8%. Yet, Yemen is more democratic than most countries in the Arab Middle East. In light of this paradox, the following central question guides this research: which contextual factors are central in explaining the unique process of political modernization in tribal Yemen?