By the early 20th century, all ex-Confederate states had adopted franchise laws such as poll taxes and literacy tests hat sharply reduced voter participation among blacks and many poor whites. Traditional accounts emphasize racial animosity and white supremacy as the central motivation for these reforms. Yet disfranchisement did not spread widely until the 1890s and early 1900s, almost a generation after the return of white Democratic control. This suggests that racial motives, while central, are not sufficient to explain variation in the timing and distribution of franchise restrictions. This paper develops a political economy model of disfranchisement to show how voting restriction becomes an effective electoral strategy when two conditions coincide: (i) a credible third-party threat emerges (the emergence of the Populist party), and (ii) the ruling party has a large structural electoral advantage (the one-party South).