This paper will explore the educational project of the United Arab Republic, the period of unification between Egypt and Syria 1958-1961, as a study of the intersection of gender, class, and nationalism. Gamal Abdel Nasser and Syria’s Baathist regime were notorious for quashing Islamist opposition and co-opting local feminist movements. Yet the 1950s and 1960s in Egypt and Syria is still remembered as an era of women’s “liberation.” My paper aims to complicate this picture and parse out what a progressive vision of universal education actually meant and for whom. The UAR constitution established compulsory universal education for both boys and girls. The educated citizen would be of service to the nation and the nation of service to the greater pan-Arab cause. But those who did not fit into either the pan-Arab cause or believe in the goals of a secular nation were excluded from both vision and reality. At the close of the union in 1961, the lip service paid to women’s progress yielded different results for women in Egypt and Syria, depending on social status and region. Using previously unexplored primary sources from the United Arab Republic Ministry of Education and Public Information archives, oral history interviews, and newspaper articles, this paper will show how the women of the UAR were conscious benefactors of the new possibilities the state educational project offered them and not only subjects of control. The employment of state feminism in educational planning produced an urban middle class unique to the period which was driven by the need for more working bodies for a growing economy. More women were educated and entered the public workforce, and the state’s progressive credentials were validated among other Arab states and globally. The educational plan privileged the vision of an urban, educated Arab woman, fashioned from a hybrid of the secular European and Soviet woman. This vision marginalized rural and non-Arab populations and non- “formal” forms of education. Some women in Syria and Egypt embraced this vision of secular urban progress, while others saw the union’s educational program as one more example of an externally imposed imperial system of education.