Many scholars believe that the vibrant religious reform activity of early twentieth-century Egypt entered a dormant phase between the 1940s and the early 1970s. This is attributed to the rise of pan-Arab nationalism, the subsequent evolution of socialism in mid-twentieth-century Egypt, and the supposed relegation of religion to the private sphere. Other scholars recognize religious reform in midcentury Egypt, yet restrict it to the activities of the Muslim Brotherhood. How accurate are these claims on religious reform discourse and activity in mid-twentieth-century Egypt? I plan on showing the interdependency of content and context, or the interplay between agency and structure, in the articulation of religious reform in mid-twentieth-century Egypt through the example of a select network of Azharite‘ulama: Amin al-Khuli, Muhammad al-Bahi, and Mahmud Shaltut. Among the various variables affecting the network’s environment, the role of the Egyptian state stands paramount. As a result, my goal is to show the pervasive influence of the state on the ideas and activities of the ‘ulamanetwork in their articulation of reform and their attitudes towards the production of reform through the reform of al-Azhar. Each of the three reformers developed a different relationship with the state which in turn affected his reform platform. By indulging in a parallel review and analysis of the reformers’ background, environment, ideas, and links to the state, I expose a multifaceted‘ulama network whose reforms are not driven by their ideas alone. I further reveal the reformist platforms of the ‘ulama; present a nuanced intellectual history; examine al-Azhar’s tense relationship with the state; and expose the state’s treatment of religious actors and entities. I utilize Althusser’s ideological state apparatus model, Gramsci’s notion of the organic intellectual, and Foucault’s power paradigms to reveal both the voluntary and unconscious packaging of state-influenced religious reform and the challenges associated with such endeavor through the works and interactions of Khuli, Bahi, and Shaltut. Through exploring the manufacturing process of Azhar-related reforms and the production of religious reform discourse under the monarchical and military regimes, I reveal the ways that religious scholars and the Egyptian state influenced each other, and how this seemingly uneasy combination could coexist through a competition over an institution that was claimed by both the ‘ulama and the state: al-Azhar. As a result, I reveal the powerful permeation of the Egyptian State as a religious reform ‘actor’ alongside a diverse network of Egyptian ‘ulama reformers in mid-twentieth-century Egypt.