At the beginning of the 1990s, education in South Africa was in turmoil and experienced a major crisis. Adding to the crisis were problems such as major inequalities in South African society where the majority of people were marginalized and forced to live in a disenfranchised society. Educational change was required to provide equity in terms of educational provision and to promote a more balanced view of South African society. The newly democratic African National Congress government has striven to root out apartheid education and to create a new vision of empowered citizens for South Africa. Against this background, outcomes-based education (OBE) was chosen in 1997 as the most likely educational model to address the crisis in South African education; the most likely system to operate at all educational levels; and the most likely model to address the issue of quality (and inequality) in South African education. This approach or model was chosen not only to emancipate learners and teachers from a content-based mode of operation, but also to respond to international trends in educational development. In March 1997 the Education Minister announced in the British parliament the launch of Curriculum 2005. Has the introduction of outcomes-based education really transformed South African education and empowered the marginalized and disenfranchised post-apartheid South African society? The paper provides background on outcomes-based education, considers the issue of quality in education, and discusses OBE, quality, and reform in South African education. It suggests a way to implement Curriculum 2005. (BT)