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Many studies view democratization as the product of a class struggle over economic redistribution, pitting the landed elites against the masses or the bourgeoisie. This paper, by contrast, argues that the emergence of democracy in South America stemmed from a struggle between elite parties or factions that pursued (or opposed) democratic reform in order to gain (or maintain) political power. I make three principal claims. First, I contend that democracy emerged first in those countries that developed strong opposition parties in the 19th century. Strong opposition parties were in a better position to pass and enforce democratic reform, to attract defections from the ruling party, and to persuade ruling party leaders that compromises on reform were necessary in order to avoid destabilizing protests or uprisings. Second, I suggest that parties were more likely to press for democratic reform if they had long been excluded from power and had repeatedly failed to gain power through force. Where opposition parties had no alternative means of taking power, they tended to focus on democratic reform. Third, I maintain that opposition parties needed support from some members of the ruling party in order to enact the reforms. Thus, significant electoral reforms were generally enacted following a split within the ruling party that led a faction of the governing party to side with the opposition. I explore these claims through comparative case studies and a quantitative analysis of a roll-call vote in Argentina.