In June 1998, Guinea-Bissau was thrown into conflict by a military revolt. This led to 11 months of fighting, extensive loss of life, and the displacement of up to a third of the country's population. This paper discusses the political economy of the conflict, the difficulties in negotiating its end, and the tasks that now face donors and national actors in creating a state capable of directing the development process. Formidable constraints exist including the government's dire fiscal situation, the demands of the army, and an unsustainable debt position. The paper argues that the current institutional distinction between emergency relief and development aid hinders an effective focus on conflict prevention, and proposes a 'Win-Hold-Win' strategy for donors in their efforts to achieve reconstruction, political stability and economic reform. The paper concludes by stressing the wider implications of Guinea-Bissau's experience and the challenges it still faces.