This thesis examines the ongoing transformation of China's state-society relationship by exploring the changing roles of, and relationships between, the state and grassroots NGOs. It is based on findings from over a year of empirical research undertaken at grassroots NGOs; thorough readings of core Party and government documents to investigate changes in attitudes from the top; and my subsequent work with many of these social actors over the years after my initial research period, adding a temporal dimension (2011-2015) to the study. Extended periods of participant observation allowed me to examine the finest details of the work of grassroots NGOs and their relationships with local state bodies, enabling me to develop an understanding of 'the quiet approach', which, I argue, is important in shaping the transformation of the state-society relationship. Analysis of past and recent state documents and institutions helped me to frame the behaviour of NGOs within the macro context of the transforming attitude of the state towards social organizing and society governing society. The temporal dimension was crucial in discerning the wave-like fluctuations that I found to characterize the transformation of the state-society relationship. Existing research often adopts either a bottom-up approach, viewing change as being created by social forces, or a top-down approach, viewing state forces as limiting, controlling and manipulating change. Ultimately, this thesis argues that the transformation" of the state-society relationship is a combination of these forces reacting to and engaging with one another: as state attitudes fluctuate, NGOs can respond by tempering their behaviour; by tempering their behaviour and laying low during times of 'down-waves' they incrementally build their own capacity, making themselves increasingly necessary to the state; through acting' quietly' they encourage the state to trust them; and as the state trusts and needs them more, NGOs become more irreversibly integrated into service provision and governance.