Where party systems and state institutions are weak, social protest movements become a primary means by which citizens make redistributive demands on the state. This project examines determinants of state concessions to social protest movements, asking in particular how revolutions and regime transitions transform the logic of elite response to mobilization and, therefore, the likelihood that protest movements may result significant social policy interventions. I develop comparative case studies of parallel phosphate sector movements in Tunisia and Morocco. I use extensive interview and documentary evidence to trace each movement’s trajectory of mobilization, negotiation, and policy response through the critical juncture of the 2011 Arab Uprisings. I argue that “failed” revolutions – uprisings that do not succeed in catalyzing regime change, as in Morocco – amplify the threat perceptions of surviving elites vis-à-vis protest, lowering the threshold of mobilization at which elites will grant concessions to social protests. Surviving elites in Morocco used broad-based, social concessions to demobilize mass opposition while avoiding political reforms. In cases of successful democratizing revolution – as in Tunisia – elites no longer uniformly aim to demobilize protest movements in service of regime longevity. Instead, the imperatives of coalition building in a new democracy prompted Tunisian elites to undermine opponents' attempts at social negotiation and to channel exclusive concessions to smaller, well-organized protest groups who could lend political support. Resulting social policy concessions were few and ad hoc.