Abstract: Most Australian state governments are embarking on a second stage of neo-liberal planning system change. Extensive deregulation of state planning systems has occurred over the last 17 years. Much of the first stage of neo-liberal change concentrated on reducing the number of prohibited uses in planning instruments and increasing the number of uses subject to permit. This often resulted in increased complexity, cost and size of planning instruments, and increased contestability. Development and community groups have expressed frustration at these results in some states. Second stage changes now emphasise the importance of reducing the number of uses and developments requiring permits, allowing these ‘as-of-right’, and reducing the differences between zone types. This approach is strongly influenced by the Development Assessment Forum Leading Practice Model endorsed by State and Territory planning ministers in 2005, now being progressively implemented, and by other national and state bodies such as the Productivity Commission. This model emphasises the use of state standardised planning provisions, certification of compliance according to codes, reducing or eliminating third-party rights and the exclusion of elected officials through the professional determination of applications. This paper analyses these trends in planning governance concentrating on planning systems in Queensland, New South Wales and Victoria. It relates the development of neo-liberal planning systems to weak metropolitan planning strategies and the trend to the politicisation of planning in Australia. It then applies this analysis to an assessment of the implications in Melbourne for development location, scale and type for retail and housing markets.