For over 20 years 'Abd al-'Aziz b. Marwan (r. 65-86/685-705), the heir to the Umayyad house and half-brother of the caliph 'Abd al-Malik (r. 65-86/685-705), served as the amir of Egypt. Although classical Muslim sources say little about the Nile Valley during his reign, scholars have generally assumed that at the end Second Muslim Civil War in 71/691 Egypt was incorporated into the caliphal state via the centralizing reforms of 'Abd al-Malik. However, after examining both Muslim and Coptic sources, as well as documentary and archaeological evidence, this paper attempts to demonstrate that Egypt remained largely outside the purview of the caliph for the entirety of 'Abd al-'Aziz's reign. It will be argued that throughout the late 7th and early 8th centuries 'Abd al-'Aziz ruled as an independent amir who was little concerned with the reforms of the caliph- he instead chose to pursue his own state vision. Through a combination of marriage alliances, military appointments, capital investment and patronage, 'Abd al-'Aziz created a power base from among the South Arabian tribes of Egypt that was loyal to his own personage, and not the caliph. He built upon the sense of communitas that existed among these tribes and redirected their group solidarity towards the founding of an autonomous Egyptian polity under his own suzerain. In tandem with this tribal policy, 'Abd al-'Aziz, like the Byzantines before him, incorporated the vast network of Egyptian churches and monasteries into his administration, thereby expanding his tax base, enhancing his administrative capabilities and providing legitimacy for his rule in the eyes of the Coptic population. In presenting this combination of evidences, the goal of this paper is to demonstrate that the character of 'Abd al-'Aziz's administration differed from the "Islamic state" of caliph, in that he ruled autonomously with the combined legitimacy of a tribal leader, urban patrician, and church patron.