South Africa is currently establishing 19 basin-level governing-bodies called Catchment Management Agencies (CMA's). CMA's are responsible for implementing South Africa's new water management approach that aims to foster economic development and poverty eradication, while maintaining the ecological integrity of the system. The first CMA was established in the Inkomati catchment area in March 2004 and the minister, based on the recommendations of the advisory committee, will soon appoint a governing board. The Inkomati CMA was established after seven years of public participation and stakeholder negotiations. Based on an analysis of the participatory process to draft the Inkomati CMA proposal, this paper outlines specific challenges that lie ahead for the Inkomati governing board and the successful implementation of the Inkomati CMA. The paper identifies specific ways to engage disadvantaged communities in the CMA process. Keywords: Catchment management, public participation, integrated water resource management, empowerment, disadvantaged communities, rural water allocation.