As national resources for health decline, so dependence on international resources to finance the capital and recurrent costs is increasing. This dependence, combined with an increasing emphasis on policy-based, as opposed to project-based, lending and grant-making has been accompanied by greater involvement of international actors in the formation of national health policy. This paper explores the process of health policy development in Uganda and examines how major donors are influencing and conflicting with national policy-making bodies. Focusing on two examples of user fees and drugs policies, it argues that while the content of international prescriptions to strengthen the health system may not be bad in itself, the process by which they are applied potentially threatens national sovereignty and weakens mechanisms for ensuring accountability. It concludes by proposing that in order to increase the sustainability of policy reforms, much greater emphasis should be placed on strengthening national capacity for policy analysis and research, building up policy networks and enhancing the quality of information available to the public concerning key policy changes.