This paper explores the problems and prospects of change within the South African National Defence Force (SANDF), following South Africa's transition to democracy. It commences with a short overview of the role played by the SANDF's predecessor the South African Defence Force, in the run-up to the transition. This is followed by a look at the homeland and liberation armies, and a more detailed assessment of the process by which the various armed groupings were integrated into a reconstituted defence force. Thereafter; a range of current issues, fr-om internal staffing policies, to procurement, to potential external roles are explored. It is concluded that whilst the formal integration of armies has been completed with some progress being made in terms of internal transformation and in defining a new role, much remains to be done if the SANDF is become genuinely representative of the realities and needs of the new South Africa.