This study investigates how a group of nurses based in busy urban primary care health clinics experienced the implementation of the free care (the removal of fees) and other South African national health policies introduced after 1996. The study aimed to capture the perceptions and perspectives of front-line providers (street-level bureaucrats) concerning the process of policy implementation. Using qualitative and quantitative research methods, the study paid particular attention to the personal and professional consequences of the free care policy; the factors which influence nurses' responses to policy changes such as free care; and what they perceive to be barriers to effective policy implementation. The research reveals firstly that nurses' views and values inform their implementation of health policy; secondly that nurses feel excluded from the process of policy change; and finally that social, financial and human resources are insufficiently incorporated into the policy implementation process. The study recommends that the practice of policy change be viewed through the lens of the 'street-level bureaucrat' and highlights three sets of related managerial actions.