What explains variation in the pattern of elite recruitment into office since authoritarian breakdown in post-Mubarak Egypt? Contrary to conventional expectations, elite change in post-Mubarak Egypt has been driven by more than just electoral politics. This pattern can be explained through changes in which actors were perceived as legitimate at different junctures. Immediately following Mubarak’s ouster, elites were recruited on the basis of their participation in the January 25 uprising, leading to a pattern of elite recruitment based on "revolutionary participation." When parliamentary elections were held in November 2011, legitimacy was defined in terms of electoral weight. This led to the emergence of a pattern of "competitive recruitment," where elites including Muslim Brotherhood members, were recruited mainly on the basis of their popular support. This is clearly evident in the way in which elites were recruited into the constituent assembly tasked with drafting the 2012 constitution. This electorally-based pattern of elite recruitment changed radically following the military’s ouster of popularly-elected President Mohammed. Morsi on July 3, 2014. In the post-July 3 period, legitimacy was defined instead solely with reference to a new revolutionary participation in the June 30 protests that led to Morsi’s ouster. This excluded Morsi supporters and included state and societal actors who demonstrated their support for military intervention to remove Morsi. Therefore, elites were co-opted into office on the basis of their participation in the June 30 protests, ushering a new pattern of “co-optative recruitment.” This paper focuses mainly on explaining modes of elite recruitment into office during periods of transition. In doing so, it draws on and contributes to theories of democratization, elite change in transitions, and transition from authoritarian rule. The paper utilizes primary sources and first-hand interviews with political actors in Egypt.