The capability approach has emphasized human freedom and possibility of choice over various alternatives as a person’s capability set (Foster and Sen, 1997). Consequently, a rise of capabilities is a core of human development (Sen, 1999) and essential part of modernization process (Welzel, Inglehart and Klingemann, 2003). The paper suggests the capabilities model of social inclusion and attempts to use such an approach to gauge human development of a modernizing society as well as reveal hidden risks for inclusion. It is argued that despite rapid economic growth, the actual increase of real disposable income per capita and improvement of Human Development Index in Ukraine since the end of the 1990’s, the capabilities of its citizens have been seriously jeopardized. Ukraine fails to keep pace with other societies of the region (except Moldova) although the levels of development of Eastern European countries were very similar 20 years ago. This implies the growing gap in social actors’ capabilities between the national states within the region.