Contemporary historiography of Egypt has often presented efforts to modernize the educational system as hampered by an ossified religious elite with a monopoly on education. The latter are depicted as inimical to change, mostly because of their complete isolation from modern socio-economic realities and the stakes inherent in the colonial threat. Using several case studies drawn from awqaf, and data from biographical literature, this paper will demonstrate that by the end of the eighteenth century, advanced study of the classic religious sciences was taking place not only at al-Azhar University, but in a spectrum of multifunctional religious spaces where the pious gathered for prayer and study. These include not only mosque and madrasa, but also shrine and zawiya, and almost every possible combination thereof. Furthermore, those studying and teaching were tightly knit into the fabric of Egyptian society through the Sufi orders. As members of these organizations, they performed administrative and symbolic leadership functions, for both private and public benefit. For this reason, the military government did not approach these individuals and institutions as ossified elements to be destroyed and rebuilt. Rather, they were actively integrated into the administration of the country by military governors, both before and during nineteenth century efforts to modernize the military. On the part of teachers and students in this informal educational environment, training in the religious sciences not preclude a kind of "rational" relationship with changing power structures. Individuals adapted to new bureaucratic devices, which facilitated access to new resources, just as these devices allowed for the cooption of these social elements in new ways. At the same time, more time-trusted forms of patronage and cooperation continued to be effective.