This paper is addressing the issue of state weakness in Yemen from two perspectives. On the one hand, it will look at the origins of state weakness at the top through investigating how an incumbent regime prepared the ground for forces of political disorder. On the other hand, it looks at bottom-up approaches of how to implement the functions of a state. In order to address the origins of state weakness, it is crucial to clarify what the functions of the state in Yemen constitute, and what ‘the state’ in Yemen actually is. Following this, the paper will have a closer look at the regime of former president Ali Abdullah Saleh and how he used the state to achieve legitimacy for his rule. His instrumental use of the terrorist threat and his exploitation of the few resources of the country contributed to the precarious political, economic and security situation the country finds itself in today. However, Yemen has never been a strong state, and its history indicates that it has never been a centralized state either (patchwork of sultanates in the south, the division between north and south, de facto semi-autonomous regions in the very east). A centralized government has only existed from 1990 onwards as a result of Yemen’s unification. This however did not lead to a greater cooperation between the regions but rather to competition over state patronage. Instead of focussing on the imminent threat of state weakness, it is of greater importance to address the imminent threat of authoritarian resilience after the 2011 uprising and ouster of Saleh. The existing structures of regionalism could be used in order to initiate a de-centralization process in the country. The economy needs to be developed in a way that it does not rely exclusively on foreign money. One of the most important tasks is however an effective institution building in the country and a clear time frame for the tasks, which need to be accomplished during the transitional period. These three aspects might ultimately lead to a stronger state in Yemen.