How effective is democracy assistance funding in promoting and developing democracy? A cross-national quantitative study commissioned by the U.S. Agency for International Development (USAID) in 2006 addressed this question and found that funding for democracy does impact the level of democratization in a recipient country. Regionally, the study found that obligations for democracy had the largest effects on democratization in Asia and Africa and that in general, democracy assistance funding mattered more "in 'difficult contexts' with the Middle East being the exception to this general pattern." That the authors of the study provide no explanation for this exception raises several questions about the nature and execution of the programs in the region: How have such programs been constructed over time; how much influence do local actors and organizations exert in the construction of programs and in what circumstances would U.S. funded assistance programs have substantive impact in the regione This paper addresses these questions through an examination of US democracy assistance programming in Egypt and Morocco, two of the largest recipients of democracy funding in the region. Both states have embarked on some measures of political and economic reform. That the results today bear no real resemblance to democracy forces the question: How effective can democracy assistance be in an autocratic statei Programs designed to encourage democracy in an overwhelmingly authoritarian context must be conscious to political context, namely the structure of power and institutions in the state. Without understanding how institutions have evolved and the web of relationships formed, it is impossible to construct an assistance program that is anything more than a fahade. In order to understand the constraints presently facing reformers in the region, I consider the evolution of the political landscape in both states through an examination of the structure of authoritarianism, its reinforcement and its endurance despite both internal and external challenges. I then consider the role of the opposition to the state, principally the organization of associations, syndicates, and NGOs as well as the role of political parties in both Moroccan and Egyptian politics. Finally, I conclude by examining US democracy assistance in both states. Previous research on US development assistance criticizes the construction of aid programs and their tendency to reinforce power structures it aimed to change. I consider whether this dynamic is continuing currently and what, if any, influence local activists and organizations exert in the construction of US funded assistance programs.