Accordingly, the overall objective of this study was to attempt to understand the channels through which growth impacts on the livelihoods of the majority of the population and how growth can take place where the poor are located. Specifically, the study’s objectives were to: Analyze main trends in Zambia’s growth, poverty and inequality over time; Identify the links between growth, poverty and inequality; Analyze factors that contribute to people moving in and out of poverty; Present policy options that deal with growth, poverty and inequality in Zambia, but specifically addressing rural poverty. The study combined qualitative and quantitative approaches and relied on both primary and secondary data collection methods. The study establishes that during the immediate post-independence period, Zambia kept a conscious strategy for spreading growth opportunities evenly across the country. With respect to trends in inequality, the study establishes that between 2004 and 2006, inequality in total expenditure more or less remained constant. Results from micro-data analysis using the LCMS 2004 and LCMS 2006 show that drivers of household poverty vary from province to province. Findings from survey data points to the following factors as the main drivers of household’s poverty: Limited job opportunities; Lack of access to land; Poor road and communication infrastructure; Poor water and sanitation; Poor markets for agricultural produce; Lack of access to credit; Poorly designed and targeted Government programmes. The main conclusion the study reaches is that while things have looked brighter in terms of recent positive economic growth, this is not filtering to the poor because growth is not taking place in the agricultural sector where the majority of the poor are located.