In this paper, it is argued that the abandoning of the command administrative economy in the Soviet Union and its transformation into an ostensibly market capitalist system in post-Communist Russia was a reaction by the Soviet elite to emerging threats to their accumulated privileges and power presented from the campaign for ³socialist legality² launched by Andropov and later Gorbachev in the 1980s. Threatened by the prospect of being purged for corruption and of losing their entitlements, the Soviet elite responded to the campaign for socialist legality by transforming itself into an official bourgeoisie that could legally claim the power and property it already controlled. ³Capitalist legality² was embraced to protect this power and property from possible reappropriation from below. The challenge of Andropov and Gorbachev to the Soviet ³New Class² was ultimately defeated when the elite pushed ahead with laws that destroyed the socialist economy. The alternative explanation for the transition put forward by the modernization theory is criticized in detail.