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This paper explores the role of threats from below in the emergence of electoral authoritarianism. Mass uprisings for democratic regime change undermine closed authoritarian regimes by making it difficult for autocrats to maintain their regimes through repression and co-optation. Anti-regime uprisings also promote the establishment of electoral authoritarianism by toppling existing closed regimes or by compelling autocrats to offer political reform as a survival strategy. My analysis of closed authoritarian regimes, from 1961 to 2006, reveals that anti- regime mass uprisings are significantly associated with transitions to electoral authoritarianism. I also find that nonviolent uprisings are more likely than violent uprisings to result in the establishment of electoral authoritarianism and that the effect of anti-regime uprisings on transitions to electoral authoritarianism is greater when a country is surrounded by more democracies or is ethnically or religiously homogeneous.