This paper is the third overview produced by the Southern African Regional Network for Equity in Health (EQUINET) steering committee since EQUINET’s launch after the Kasane meeting in 1997. The first paper in 1998 identified a concept of health equity that would guide EQUINET work, outlined the areas of policy commitment to this vision of equity in southern Africa, and the gaps in delivery on these commitments. The second paper in 2000 described the profile of poverty, inequality and ill health in southern Africa despite these commitments, and proposed policy measures that would better direct resources towards health needs, and the forms of health care most appropriate and accessible to those with greatest health needs, particularly through primary health care strategies. This paper highlighted the important role played by the social forces that drive policy choices, and proposed specific measures for organising and investing in opportunities for informed, authoritative participation of all social groups and particularly the poorest in their health systems, and for building health system responsiveness and accountability to social groups. This third EQUINET steering committee paper in 2004 observes the need to go beyond mapping the problems towards proactively building the alternative vision, analysis, perspective and struggle that mobilize social action and technical work and inform political choice. We propose that if we are to advance people’s health equitably / fairly / within the broader context of social justice , then a positive vision of health must cover elements that are rooted in longstanding principles and practice w of public health, viz the protection and promotion of population health and prevention of ill health w of providing relevant, quality health services and care for all according to need and financed according to ability to pay w of building the human resources and knowledge to shape and deliver public health and health services, and w of protecting and ensuring the social values, ethics and rights that underlie health systems, including to participation and involvement. We highlight, using evidence from southern Africa, the significant positive gains in health that are attainable when these principles are addressed by health systems, when health is supported by redistribution of the resources for health in an equity oriented policy agenda supported by the state. We also highlight the . reversals and inequities that take place when these principles are not addressed, particularly for the poorest. We examine the role of the state and the non state sectors in addressing these core elements, and use this to argue for an alternative vision that is explicitly centred on rising investment in health through the state and public sector – a reclaiming of the central role of the state. EQUINET has been implementing work in a number of areas, and this experience is used to highlight the role of and options for state led health systems in advancing people’s health, (dealt with in more detail in the plenary papers to the conference): These areas of work all confront the fundamental challenge to a positive alternative that is posed by a globalization process based on unfair global trade relations, dominance of transnational corporation interests, reduced role and authority of the state and political and economic marginalization of southern and low income populations. We explore the economic and trade challenges to countries and states seeking to equitably meet the health needs of their people and to SADC as a region. We argue and pose options for resistance to these challenges and outline modes of resistance. Resistance to processes that undermine equitable health systems and population health are driven by consciousness, perspective and shared values. We argue that to challenge the injustices undermining people’s health, we need to build stronger and more informed and conscious networks in the region, able to make strategic decisions and alliances and use these to respond to immediate challenges and to build long term transformation. We point to opportunities in work with government, parliaments and civil society for achieving this. We also outline areas to strengthen our democratic practice in health, particularly through institutions and processes that provide for meaningful forms of participation and for the delivery of collective rights and values through promoting social agency. We conclude by outlining the opportunities that EQUINET, a network based on shared vision and values of equity and social justice, offers for those seeking to build and implement equitable health systems in southern Africa. We outline our aspirations of the 2004 regional conference to strengthen our values, analysis, actions and institutional mechanisms for building health equity in southern Africa.