In 1006/1597 peace negotiations took place between the rebellious Yemeni Zaydi imam al-Mansur Qasim and an Ottoman official, amir 'Abd al-Rahim. The imam sent a delegation consisting of three groups (ta'ifas): al-sada, al-fuqaha and masha'ikh, i.e. descedants of the Prophet, the scholarly class, and shaykhs of the tribes. This stratification was not new, and the three groups were of equal importance to the Zaydi state and the Ottoman provincial administration in Yemen. However, the episode is one of the earliest in which these groups are distinctly organized, tasked with representing the head of the Zaydi state and recognized as such legitimate representatives by the Ottoman administration. This paper proposes to examine how the interference of the Ottoman empire and its administrative practices affected the social structures of Zaydi Yemen. In particular, it focuses on the appearance of a new social group of educated men involved in administration, a sub-group of the fuqaha' who were first integrated into the Ottoman administration of Yemen and were later incorporated in the Qasimid state. This paper considers what the preexisting conditions for the development of a professional administrative class in Zaydi Yemen prior to the Ottoman conquest were; how the professional class started to develop during the first period of Ottoman rule and what trajectory it took in the early modern period after the ousting of the Ottomans from Yemen. It relies on several types of sources: 1) siras of the Zaydi imams who were contemporaries of the Ottoman period of rule in Yemen; 2) chronicles by 'Isa b. Lutfallah (Rawh al-ruh fi ma jara ba'd al-mi'a al-tasi'a min al-fitan wa-l-futuh) and al-Sharafi (al-La'ali al-mudi'a fi a'immat al-zaydiyya); and 3) Ottoman financial documents from the region (maliye defterleri). Taken together these sources provide an encompassing view of the rise of the professional class Through the study of the integration of Zaydi Yemen into the Ottoman Empire and the rise of a new imamate in the region this paper highlights how the Ottoman empire interacted with the societies and state structures that it encountered, and how Arab state institutions and traditional social groups responded to Ottoman expansion. Through this case I seek to reach broader conclusions about encounters between states of different scale and the long-term effect these encounters have on society and state development.