The literature on security sector actors in transitional societies emerging from war and/or authoritarianism has evolved by critiquing local perspectives recently. While the existing literature has extensively analysed transitional societies in Africa, Middle East and Eastern Europe, the thesis adds a new geographical perspective by providing a case study of security sector change processes in the Republic of Georgia, 1985 - 2008. More specifically, the thesis examines the local processes and drivers of security sector change in Georgia, and their interrelationships with donor supported programmes including SSR. The thesis employs a political economy analysis to examine indigenous security sector actors and their characteristics. Based on the approach, the thesis particularly examines processes of change and reform of policing institutions. The paramilitary is identified and examined as a key focus for analysis. The research shows that political dynamics among a few political elites determined the course of security sector change in Georgia. Despite ample external assistance, domestic political dynamics remained the main driving factor in the SSR agenda-setting process. In the politically-driven security sector change efforts, the restoration and maintenance of regime security remained a priority under both the Shevardnadze and Saakashvili regimes. Overall, the security sector actors played significant role in the political developments. Consequently, the process of changing these actors was a largely domestically driven political process. The role of paramilitaries in relation to regime security and the security sector change agenda-setting process in Georgia requires the security sector research to treat paramilitary as a distinguished unit for consideration. / Akino Yutaka Eurasia Fund and the United Nations University Akino Memorial Research Fellowship.