It is proposed in this Chapter that the difficult relationship of the British state to the project of European integration between 1950 and 1963 can be located in the structural resistance of the British state to modernisation. European integration should be conceptualised in two ways, as an extension of Fordist processes of political-economic modernisation; and as a significant transformation of state relations and the beginnings of a regional government and a post-national political community. In contrast the British state was an imperial state that had been constructed without undergoing the forms of state rationalisation that were more typical of European state building. The British problem of modernisation is shown to be central to the relationship between the British state and processes of European integration. Significantly, it is shown to be continuous once Britain enters a post-imperial trajectory and is forced to reconstruct itself as a nation-state. I argue that the decision to apply for membership of the European Community was a conservative strategy of contained modernisation that was designed to secure the core elements of the British political economic order and avoid a more profound reconstruction of state and society. The opposition that arose to this governing strategy of flawed Europeanism only reinforced this conservatism by politically mobilising against European integration in defence of the spurious superiority of British institutions. It is in this Post-War and post-imperial context that the seeds of Eurosceptic Britain are sown.