Much of current research on issues of equity in low- and middle-income countries focuses on uncovering and describing the extent of inequities in health status and health service provision. In terms of policy responses to inequity, there is a growing body of work on resource reallocation strategies. However, little published work exists on the challenges of implementing new policies intended to improve equity in health status or health service delivery. While the appropriateness of the technical content of policies clearly influences whether or not they promote equity, policy analysis theory suggests that it is important to consider how the processes of policy development and implementation influence policy achievements. Drawing on actor analysis and implementation theory, we seek to understand some of the dynamics surrounding the proposed implementation of one set of South African staff allocation strategies responding to broader equity-oriented policy mandates. These proposals were developed by a team of researchers and mid-level managers in 2003 and called for the reallocation of staff between better- and lesser-resourced districts in the Cape Town Metropolitan region to reduce broader resource allocation inequities. This was felt necessary because up to 70% of public health expenditure was on staff, and new financing for health care was unavailable. We focus on the views and reactions of the two sets of implementing actors most directly influenced by the proposed staff reallocation strategies: district health managers and clinic nurses. One strength of this analysis is that it gives voice to the experience of the district level--the key but much neglected implementation arena in a decentralized health system. The paper's findings unpack differences in these actors' positions on the proposed strategies, and explore the factors influencing their positions. Ultimately, we show how a lack of trust in the relationships between mid-level managers and nurse service providers influenced the potential to implement a specific set of equity-oriented strategies.