This paper argues that participation in natural resource management, which is often coupled with moves for more local ownership of decisionmaking, is based on three sets of assumptions: about the role of the state, the universality of application of such approaches and the transformatory potential of institutional reform. The validity of these assumptions requires investigation in view of the rapid institutionalisation and scaling-up of participatory approaches, particularly in developing country contexts. Post-apartheid South Africa is widely recognised as a pioneer of participatory and devolutionary approaches, particularly in the field of water resources. It is 12 years since the promulgation of the forward-thinking 1998 National Water Act, and thus an opportune moment to reflect on South Africa's experiences of participatory governance. Drawing on empirical research covering the establishment of the first Catchment Management Agency, and the transformation of existing Irrigation Boards into more inclusive Water User Associations in the Inkomati Water Management Area, it emerges that there may be fundamental weaknesses in the participatory model and underlying assumptions, and indeed such approaches may actually reinforce inequitable outcomes: the legacy of long-established institutional frameworks and powerful actors therein continues to exert influence in post-apartheid South Africa, and has the potential to subvert the democratic and redistributive potential of the water reforms. It is argued that a reassessment of the role of the state is necessary: where there is extreme heterogeneity in challenging catchments more, rather than less, state intervention may be required to uphold the interests of marginalised groups and effect redistribution.