This paper analyses the prospects for social protection reform in Zambia under the ‘pro-poor’ government of the Patriotic Front (PF).The paper argues that the PF has been changing the development policy arena in ways that may modify domestic political structures providing more rights-based benefits especially for the extreme poor and vulnerable. It further reveals that the persistence of the clientelistic dynamics of state-society relations and weak civil society organisations inhibit the expression of demands for formal social protection by poor people. It concludes that because the social protection reform is supply -, rather than demand-driven, its progress depends on the extent to which the government is motivated to sustain the provision of social protection in the long-run.