This paper examines the learning-induced policy change by authoritarian elites in the early phase of the Arab Uprisings. Shedding new conceptual and empirical light on domains, sources, and constraints of authoritarian regime learning, we analyze and compare the regimes of Algeria, Bahrain, Jordan, and Syria and their reactions to the challenge of oppositional protest. We first show that the four regimes initiated very diverse measures in the realms of repression, material co-optation, and legal reforms. With regard to the sources of learning, we find that proximity is a determining factor, in terms of both geography and political similarity. Using the case of Bahrain, we then demonstrate that structural factors such as internal power structures, regional and international pressures and state capacity can decisively constrain the implementation of learning-induced policy change. Overall, the paper aims to contribute to the emerging research on more dynamic understandings of the politics under authoritarianism, both in the Middle East and beyond.