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This article focuses on the transition of Japanese administration to Thailand and its impact on the Malay elite in Kedah, 1942-1945. The scope of this article covers the era of Japanese administration in Kedah and after Japan handed over Kedah administration to Thailand on 18th October 1943 until the end of Japanese defeat in 1945. Later, Thailand voluntarily handed over administration in the Northern Malay States to the British on 15th August 1945. Qualitative methods were used to produce this article by analyzing primary sources such as government files, newspapers, maps, documents and others. The results of the study found that the changes in the Japanese administration and the Thai government in Kedah have affected the Malay elite in Kedah. The position of the Sultan is not recognized unless it is used as a religious symbol for the people. Similarly, with other elites, most of them fled because they did not want to cooperate with Japan. After the administration was handed over to the Thai government, the position of Kedah’s elite was not difficult compared to the Japanese administration. Administrative power was returned to the public administration. Montri Spa was created and the power of the Sultan as head of state was restored. The Thai government only acted to continue what the British had done with the advice of a Thai adviser stationed in Kedah. Everything discussed in the meeting and the decisions taken should be minute to the High Commissioner of the Army in Bangkok. In conclusion, the change of administration from Japan to Thailand in Kedah has had a direct impact on the Malay elite. [ABSTRACT FROM AUTHOR]