East Timor is a former colony of Portugal and one-time province of Indonesia. Portuguese colonization ended in 1975 amid brief civil warring between local political parties that had recently been established. This conflict was followed by an Indonesian military invasion, ushering in a period of domination that only ended in 1999 when the United Nations carried out a referendum by which to determine East Timor's future. But this occupation also ended with much violence, generating bitter sentiments between elites that has hampered democratisation even as independence has been won. One of the conclusions made in this study is that East Timor's transition to democracy fails to correlate fully with any of the modal processes outlined in the literature. Rather, in the case of East Timor, a number of pathways merge. In some ways, it begins with what Huntington conceptualized as bottom-up 'replacement', with local mass publics voting against their oppressors. But one of the factors that quickly distinguished this case is that the voting by which change was organized by an external force, the United Nations (UN), and targeted a foreign power, the Indonesian government. In this way, the processes of independence and democratisation were nearly coterminous. East Timor's progress was also complicated by Indonesia's responding to the referendum's outcome by instigating much violence through the militia groups that it controlled. This summoned yet another external actor, the Australian military. It also greatly extended the role of the UN, geared now to restarting the democratisation process by organising founding elections. But if East Timor's democratic transition is complex, an account of the precariousness of the democracy that has been brought about is straightforward. Put simply, given the weakness of institutions and civil society organization, this thesis restores attention to the autonomy and voluntarism possessed by national elites. The hypothesis guiding this thesis, then, is that elites are disunified, but have avoided any return to outright warring. Further, they are at most 'semi-loyal' in their attitudes toward democracy. Accordingly, democracy persists in East Timor, but is subject to many abuses. Thus, most of the research in this thesis seeks to explain elite-level attitudes and relations. In particular, it shows that cooperation between elites and shared commitments to democracy has been hampered by the diversity of their backgrounds. Some elites gained their standings and outlooks under Indonesian occupation. Others gained their statuses because of the guerrilla resistance they mounted against this occupation. The attitudes of other elites were deeply coloured by their experiences in a multitude of countries, including Indonesia, Portugal, Mozambique and Australia. This thesis then demonstrates that these diverse origins and standings have shaped elite attitudes and relations in ways that are unfavourable for political stability and democracy. Under Portuguese rule, three distinct elite groups emerged in East Timor: top government administrators, business elites and young professionals or intellectuals. In the last years of Portuguese domination, they formed some political parties, enabling them to emerge as political elites. Lacking what Higley et al. label structural integration and value consensus, these elites engaged in violent conflict that peaked in brief civil warring and triggered the Indonesian occupation. This elite-level disunity persisted during occupation, with elites continuing to use violence against each other. National elites were also diversified further, with the administrators and resistors joined by pro-Indonesian groups, the Catholic Church group, and nationalist intellectuals, hence extending the range of social origins and ideological outlooks. East Timor finally gained independence in 2002. However, this thesis shows that elite relations still lack integration and consensus. Their country's political frameworks were negotiated by officials from Portugal and Indonesia under the auspices of the UN. Moreover, even after the referendum sponsored by the UN was held, UN officials in New York overshadowed the preferences and decision making of national elites. This exclusion denied East Timorese elites the opportunity to learn and to habituate themselves in making political decisions based on peaceful dialogue and bargaining. Thus, while the use of overt violence diminished, elites continued to harbour deep suspicions, encouraging their use of manipulations, subterfuge, and violence by proxy in their dealings with one another. In consequence, tensions between elites in East Timor, while stopping short of outright warring, continue to simmer. It is thus uncertain whether, or for how long, these tensions might be contained by the formal institutions and procedures that have been put in place. Analysis is also clouded by the fact that in the wake of independence, still more kinds of elites have appeared on the scene. New fault lines thus stem from generational membership (older and younger), geographic location (diaspora and homegrown), and new kinds of organisational bases (political parties, state bureaucracy, security forces, business, the Catholic Church, and civil society). These elites have only begun to interact with another directly and regularly since East Timor's independence. They find that they possess different outlooks and levels of influence and power. Nonetheless, despite these inauspicious beginnings, it is important to underscore the fact that since independence, elites have refrained from the open warring that they once undertook. This thesis predicts that sustained elite skirmishing, but not open warring, and semi-democratic politics, rather than 'full' democracy or hard authoritarianism will persist. Much should be made clearer, though, by the ways in which the next parliamentary election, due in 2007, is conducted.