Does war make states? If it does, it does not make professional militaries. Scholars have often linked war and state development, but one important process of state development – militaryprofessionalization – does not seem to follow the “war makes states” logic. There are two reasons for this. First, states are most likely to begin professionalizing the military in response, not to war or the threat of war, but to dire military defeats, which are defeats resulting in the occupation of national territory, abnormally high casualties, and the recognition of military incompetence. The humiliation associated with these dire defeats seems to spur political systems into action. Second, the division of labor tends to concentrate the population in urban centers and increase society's human capital and the level of resources available to the state. Thus, an advanced division of labor enables long-termmilitary professionalization. The division of labor thus seems to be a necessary condition, and diremilitary defeats a sufficient condition, for thorough military professionalization. To evaluate these propositions, I use original data on military professionalism – compiled in a data set spanning from 1800 to 2005 – and case studies of military professionalization in Prussia, France, Turkey, and Egypt. The findings of this study suggest that we should rethink how states develop professional militaryinstitutions in response to war.