Zambia is one of the poorest countries in Sub-Saharan Africa. Almost three-quarters of the population were considered poor at the start of the 1990s, with a vast majority of these people concentrated in rural and remote areas. This extreme poverty arose in spite of Zambia’s seemingly promising prospects following independence. To better understand the failure of growth and poverty-reduction this paper first considers the relationship between the structure of growth and Zambia’s evolving political economy. A strong urban-bias has shaped the country’s growth path leading to a economy both artificially and unsustainably distorted in favor of manufacturing and mining at the expense of rural areas. For agriculture it was the maize-bias of public policies that undermined export and growth potential within this sector. A series of poverty profiles are developed and compared to the structure of growth during the structural adjustment period. Substantial policy-changes led to rapidly rising poverty, especially in urban areas. The costs of adjustment were particularly pronounced given the big bang approach to reform. Concurrent trade liberalization and privatization collapsed the formal sector with persistent macro-economic instability undermining necessary private investment. Middle income urban households were hardest hit, with more-educated workers moving into informal activities and the less-educated migrating to rural areas. Agricultural liberalization prompted changes in the structure of rural production, with a general shift away from maize towards export-crops for medium-scale farmers and more sustainable staples crops for small-scale farmers. While overall rural poverty increased during the 1990s, its depth has declined considerably. Poor market access and low agricultural productivity were key constraints facing small-scale and more remote rural households. The urban core of the economy therefore collapsed under structural adjustment but agriculture and rural areas have continued to grow. Since this growth has occurred at the lowest end of the income distribution, there is some evidence of ‘pro-poor’ growth in Zambia under structural adjustment despite national stagnation. Sustained investment and economic growth during recent years suggest a possible change of fortune for Zambia. In light of this renewed growth, the paper uses a dynamic and spatially-disaggregated economy-wide model linked to a household survey to examine the potential for future poverty-reduction. The findings indicate that the current growth path, while positive, will be insufficient to substantially alleviate poverty. The large increases in growth that would be required suggest that finding a more pro-poor growth path should be a priority for public policy. The paper examines alternative growth paths and finds that diversification through an agriculture-led development strategy is likely to prove the most pro-poor. This is particularly pronounced for staples-led growth, although this option is contingent on improving productivity and market access, especially in remoter rural areas. Although agricultural growth is essential for substantial poverty-reduction, the country’s large poor urban population necessitates growth in non-agriculture. The findings suggest that returning to a copper-led growth path is not pro-poor and that non-mining urban growth, although undermined by foreign exchange shortages and inadequate private investment, is likely to be preferable for reducing poverty.