This article provides a critique of South Africa's attempt to transform apprenticeships using data from the 2004 Baseline Survey of the Learnership Programme in South Africa. The data suggests that Learnerships provide important opportunities for those in work to learn new theoretical and practical capabilities and thus deepen the skills base of the South African economy. They also provide key avenues for unemployed people to gain skills and work experience and improve their employability. Moreover, incentives have been set sufficiently high to encourage employer participation. However, this high overall level of satisfaction with the Learnerships may mask some of the underlying differences in levels of satisfaction across the different strata of the South African labour market. Without controlling for other factors, there were substantial differences in the levels of satisfaction with Learnerships across the employed versus unemployed and National Qualifications Framework (NQF) level divides. This suggests that a number of key challenges remain which the architects of the policy need to urgently address, including a more equitable spread of Learnerships across both spheres of the dual economy and strengthening the administrative and oversight capacity of SETAs. (Contains 17 tables and 3 notes.)