This paper studies how intra-elite conáict results in transition to democracy, characterized as both franchise extension to, and lowering the individual cost of collective political action for, an initially disorganized non-elite. Two risk averse elites compete for the appropriation of a unit of social surplus with initial uncertainty about their future relative bargaining power. Both elements of a democracy are necessary to ensure that the two elites credibly commit to a mutually fairer share of the surplus and we derive su¢ cient conditions for democracy to emerge in equilibrium. Our formal analysis accounts for stylized facts that emerge from an analysis of Indian and West European democracies.