Since 1994 there have been a number of radical changes in the public health care system in South Africa. Budgets have been reallocated, decision making was decentralised, the clinic network was expanded and user fees for primary health care were abolished. The paper examines how these recent changes have affected the incidence of spending and the accessibility and quality of health care. The paper finds that between 1995 and 2003 there have been advances in the pro-poor spending incidence of both clinics and hospitals. The increased share of the health budget allocated to the more pro-poor clinic services has contributed further to the improvement in the targeting of overall health spending. Also, it appears that the elimination of user fees for clinics and the expansion of the clinic network have helped to make health services more affordable and geographically accessible to the poor and were associated with a notable rise in health service utilisation for individuals in the bottom two expenditure quintiles. \n\n