The direct rule of the Ottomans in Bosnia started in 1463, and with it began the long process of the incorporation of this province into the Ottoman system. Bosnia stands out as one of the most successful instances of integration of a European territory into the Ottoman Empire. Not only did the province stay loyal to the Empire for more than four centuries, it is also one of the only places in Europe where large scale Islamization took place, and where locals played important roles in the Ottoman military and administration as Muslims. Within a century from its occupation, Bosnia became an Ottoman province, with a new, Ottoman provincial capital – Sarajevo – inhabited by a Muslim majority. In this paper I address an important aspect of the successful incorporation of Bosnia into the Ottoman Empire: the emergence of a new Ottoman-Bosnian urban elite. In the overwhelmingly Christian Balkans, Muslim communities grew up around the nuclei of Ottoman office-holders. The urban elite included, in addition to military and administrative officials, members of the religious hierarchy, such as imams, muftis, and teachers, and large land-owners. These elites remained loyal to the Ottoman Sultan until as late as the nineteenth century. My paper analyzes this process by looking at a variety of sources. Based on waqfiyyas (endowment deeds) from Sarajevo and Mostar and biographical dictionaries, I trace the education and careers of religious and political figures of Bosnian origin. I follow petitions made to the Sultan by members of these elites, which were recorded (along with their answers) in the mühimme defters (Registers of Important Affairs) in Istanbul. Finally, I traced the development and proliferation of thesauruses and dictionaries from Bosnian to other Islamic languages. Such dictionaries became crucial as communication between speakers of these languages grew more extensive. The examination of these sources shows how remarkable the transformation of urban life in Bosnia was. During the sixteenth century Bosnia became an important scholarly center. As I show, this process corresponded to another one, in which Bosnian Muslims were recruited into the Ottoman army and palace, and were sent en masse to the palace or into the prestigious bostanc? unit (unlike most of the Christian dev?irme recruits). My claim is that this dual process of the growth of a Bosnian Muslim elite in both the province and the imperial center had a crucial role in the successful incorporation of Bosnia into the Empire.