Abstract: As Asian latedeveloping countries have started entering an era of development and growth, how to define “rural civil society” is becoming a wide concerned discussion topic. Especially in the 1990s, there emerged a lot of wellknown nongovernmental organizations, growing so rapid in Bangladesh. This paper makes a study on the possibility of civil society in latedeveloping agricultureoriented countries through an analysis of backgrounds and specific roles of NGO as well as their relations with state domination. This paper argues that a real civil society can not be formed in Bangladesh at present, though there have been some organizations of civil society. This is because it is short of “interest appeals” to capital controls in the context of industrialization and lacks the public character of “interest appeal” either. The development of such a civil society can only focus on the specific level of “capital distribution”.