The enlargement of the European Union to include countries of Central and Eastern Europe has already had pervasive impact. The populations and leadership of applicant countries have undertaken massive political and economic reforms, partly with an eye to meeting the membership criteria specified by the European Council in Copenhagen 1993. Likewise, the present member states expect expansion to enhance stability and prosperity, to mention but two intertwined areas of long-standing concern. Expansion also adds urgency to some issues of long standing on the agenda of reform in the European Union.The steep increase in Member States requires drastic reconfiguration of Union insti tutions, to ensure adequate representation and accountability while maintaining sufficient action capability. The prospect of enlarge ment is also one cause of the renewed attention and concern for a European identity, to be nurtured by European citizens within a European civic society. Such an identity, citizenship and society seem to be sought for as a medicine or vaccination for some illness, partly in preparation for expansion of the European Union. Thus President Prodi of the European Commission has called for a European "soul" and a "shared feeling of belonging to Europe" (Prodi, 1999) when reforming the institutions; and he and others have requested a broad ranging debate in civil society about the future of the Union, "the structure of political life in a Union with 25 or more members" (Prodi, 2001). These comments do not seek to set out a blueprint for institu tional design that would be a misplaced expectation of political philosophy (Follesdal, 2000). Instead, I seek to clarify the grounds and some desiderata of a European civic society with an eye to the