This paper discusses the difficulties facing the post-apartheid metropolitan government of Johannesburg as it reforms itself, seeking to better respond to the needs of all its citizens, while also attracting new investment. These difficulties include high levels of poverty, unemployment and inequality as well as the apartheid legacy of “separate development” with its large backlog of poor quality housing and inadequate basic services, much of it concentrated in former “black townships” and peripheral informal settlements. Limited budgets and overloaded bureaucracy have limited the scale, quality and speed of delivery. Meanwhile, the need for organizational change and for good fiscal performance compete for attention and resources with poverty reduction and with the need for a more integrated, cross-sectoral poverty reduction policy. The paper ends with a discussion of how the principal challenges facing Johannesburg are also challenges for contemporary urban governance in many other cities.