My presentation will begin to unpack Israel’s first occupation of the Gaza Strip in the immediate aftermath of the 1956 tripartite military onslaught on Egypt. Swiftly taking over the Strip in the fall of 1956, the Israeli military, for the first time since 1948, was occupying a territory previously part of mandatory Palestine, and densely populated with civilians, most of them 1948 refugees. Reading through newly declassified Israeli archival documents, my project unpacks the four months of Israeli presence in the Strip as a laboratory of occupation. Facing international pressure as well as, internally, a debate about potential annexation, the Israeli military rule consisted of multiple, and often contradictory, approaches for the control and management of a newly acquired territory and its hostile population. For instance, Defense Ministry and military officials devised plans for the integration of the Strip in Israeli economy mainly as a source of cheap labor and materials (like textiles). On the other hand, though, there was a clear intention to keep the Strip physically isolated from the rest of historical Palestine and moreover – to find a “solution” for the 1948 refugees (the bulk of its population) that will not entail their repatriation, even in a case of annexation. The 1956 occupation offered Israel an opportunity to experiment governing a subject, non-citizen, Palestinian population. It is here that the military proposed the creation of “civilian administration” apparatus, that will oversee aspects of everyday life of the population. This administration would ostensibly be separate from the military per-se, in charge of security affairs. The Gaza Strip is also where the Israeli military developed its open-fire rules, which continued to be publicly debated today, as well as its methods of counterinsurgency and intelligence gathering. In a series of remarkable documents authored after the withdrawal of Israeli forces from the Strip on March 1, 1957, former military government and other Department of Defense officials draw conclusions and lessons from those 125 days of occupation. Notably, many of the lessons learned from the 1956-7 occupation were later implemented in Israel’s post-1967 occupation of the West Bank and the Gaza Strip and contributed to its longevity. “our commitment to democracy was the root of our failure,” wrote one military official, referring to what he viewed as being beholden to relative transparency and norms of international law. Next time, then, “we shall do things differently.”