In 1998 the Government of Uganda (GoU) began implementing an ambitious reform programme called the Education Strategic Investment Plan (ESIP) in order to effect Universal Primary Education (UPE). This paper offers a perspective on how the GoU has met the challenge of financing education reform, addressed the need to improve the quality of basic education and increased access and equity while improving efficiency at primary and post-primary levels of education. The development model described in this paper privileges good governance and donor co-operation within a Sector Wide Approach. Important lessons have been learned in Uganda including the need for political commitment to universal primary education within a clear conception of whole sector reform. However, the discourse of SWAPs tends to function primarily in the formal sphere and not at the level of the experience of most teachers, pupils and their families, yet it is at this level that national education policies have to be mediated in practice. More attention needs to be given in education sector reform to the processes as well as the context of change.