Despite significant and sustained gains recorded on the national secondary school leaving examinations between 1999–2004, South Africa’s large-scale secondary school reform has receive little international attention. Defenders of the reforms have argued that the ‘success’ in raising student achievement extended beyond gains in the percentage pass rates to include increased numbers of students completing secondary schooling, a growth in the number of students eligible for admissions to university and a decline in the number of ‘collapsed’ secondary schools in disadvantaged communities. Using a comprehensive dataset that includes national examination results for all candidates between 1996 and 2004, survey information from a group of ‘collapsed’ secondary schools located in disadvantaged communities, qualitative data from school ethnographies, as well as official and unofficial documentary sources, the paper locates student achievement within a framework of structural change in the post-apartheid social order. It shows how student achievement is embedded in complex shifts in the state, economy and civil society. Specifically, the paper examines how structural shifts are enacted at the levels of time-in-school, student expectations, school choice and student selectivity.