Drawing on primary sources in Ottoman and Arabic, including petitions, newspapers, governmental correspondence, and Ottoman parliamentary minutes this paper explores the ways in which Zaydi-Shii elites, such as descendants of the Prophet Muhammad (sada), merchants, and administrators in Yemen took the lead in negotiating a form of imperial citizenship that reworked the Hamidian politics of difference towards this part of the Ottoman Empire during the early years of the Second Constitutional Period (1908-1918). Historians have argued that efforts to forge an Ottoman citizenship following the 1908 Revolution took two competing forms that were both unsuccessful: while the Committee of Union and Progress (CUP) insisted on the uniformity of rights and obligations for all Ottoman citizens, Ottoman Armenian or Arab leaders often called for specific rights and privileges for the members of their respective communities. By contrast, I demonstrate that between 1908 and the beginning of World War I, Zaydi-Shii elites, partly in response to the higher degree of repression they had experienced under the Hamidian regime compared to their Shafii-Sunni counterparts, were at the forefront of propagating and negotiating a form of imperial citizenship that incorporated Yemen into an Ottoman fatherland through the official recognition and institutionalization of local difference. The latter favored Zaydi elites and included expanded responsibilities for sharia courts, the restitution of privileges from before the Ottoman conquest in 1871-73, and the devolution of fiscal and judicial powers to the Zaydi imam Yahya b. Muhammad Hamid al-Din – guaranteed by the Da‘‘an Agreement that the Ottoman government and the Imam concluded in 1911. Zaydi leaders like the parliamentarian Sayyid Ahmad al-Kibsi represented these politics of difference as expressions of “freedom” (hürriyet), thus proposing a particularistic interpretation of one of the key notions of the 1908 Revolution. While strongly favoring homogenization, CUP leaders accepted eventually that citizenship based on the recognition of difference was the only way to ensure the loyalty of a borderland where the use of military force had failed to establish stable government control. In drawing attention to the successful negotiation of a form of Ottoman citizenship based on difference in the case of Yemen on the eve of the First World War, this paper introduces greater complexity into our understanding of late Ottoman forms of imperial citizenship.