Our model consists of two groups. Group 1 holds political power and Group 2 threatens this power. Group 1 decreases the probability of its upheaval by co-opting some agents from Group 2 into a more benign third group. Improvements in the upheaval technology lead to fewer but better co-optation offers. Increasing the size and/or the degree of fragmentation of Group 2 has the opposite effect. If the co-opted group also threatens Group 1, co-optation transfers are reduced. Our model provides a new explanation of why growth is a politically stabilizing force. The theory suggests that, in post-Communist privatizations, unstable governments will give large benefits to a small number of beneficiaries while stable governments will give small benefits to a large group.