Against the backdrop of campaigns to uproot ISIS, and street protests since 2015, PM Al-Abadi has sought to deepen local governance reforms in a bid to increase responsiveness, and improve access to services while preempting the formation of autonomous regions. The latest push hastens decentralization within eight ministries to the governorate and districts levels and marks a shift from de-concentration to delegation. Reforms are part of efforts to redefine state-society relations through curbing corruption, enhancing transparency, and encouraging participation. International donors supported accelerating decentralization as instrumental for stabilizing areas liberated from terrorism (WB 2016). To what extent, and under what conditions, do these efforts reinforce social accountability governance principles of transparency, vertical accountability and participation? How inclusive are civil society dialogues and partnerships? And, how responsive is the state? Finally, do these efforts create spaces for grassroots empowerment given weak capacities, distrust of institutions, patronage politics, marginalization of the poor, and influence of Popular Mobilization Front? The paper critically examines the potential for social accountability governance through deepening decentralization in Iraq by empirically examining developments in two sectors. It focuses on the planning and implementation of education and social protection policies, in three relatively stable provinces: Basra, Al-Qadessya and Mayssan. The three provinces occupy different positions on the HDI scale and boast variant records of decentralization thus far, with Basra and Al-Qadessya pioneering participatory local governance experiments, while Mayssan taking only tentative steps. Based on focus group discussions and semi-structured interviews with local decision-makers, elected officials, and civil society actors, the study investigates the relative capacity and openness of Iraq’s nascent decentralized structures to engage with inclusive civil society actors on the ground, and reflect on the potential for social accountability and grassroots empowerment in the challenging context of state fragility and conflict. Preliminary findings suggest that Iraq’s top-down decentralization policies are likely to create greater room for social accountability processes in provinces with higher HDI. To varying degrees, limited capacities of authorities, poor differentiation of local actors’ roles, and distrust of civil society actors hamper responsiveness from the state side. Further, the increasing influence of the PMF militias, the prevalence of patronage politics, as well as the extent to which civil society actors are linked to political parties and exclude the poor and marginalized, shed doubt on the potential for grassroots empowerment in Iraq through local social accountability structures.