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. South Africa’s spending on clinics and hospitals is well targeted and more progressive than other developing country public health systems. Unfortunately, it appears that to a considerable extent this result is driven by perceptions that services offered in public hospitals and clinics are of a low and variable quality. These perceptions seem to be encouraging most of those who can afford to pay more for health services to opt out of the public health system, thereby increasing the pro-poor incidence of public health spending. Complaints by users of public health facilities include long waiting times, staff rudeness and problems with drug availability. Dissatisfaction with health services is significantly higher in the public sector than in the private sector and the gap has expanded slightly over time. It is consequently not surprising that a substantial and increasing share of individuals – also including the very poorest – prefer to consult private providers.