Abstract: Despite massive public and private investment in the renewal of Melbourne and Adelaide’s waterfronts many suggest they are not working. There are serious questions as to whether they deliver good planning; well designed environments; social equity and engaged citizenry; are good investments; have an image which meshes with reality; offer local employment options and quality amenity. This is despite concerted master planning and dedicated authorities overseeing their development. These limitations have real implications for those who live in but also plan these sites and for metropolitan and state governments who have made significant capital and symbolic investments in them. Not only are these sites the focus of huge capital investments but the future of whole cities are bound to the re-imagining of their waterfronts as cosmopolitan hubs, to their physical regeneration, to their revitalisation as centres of employment and for significant population return to the inner and middle city and into high rise living. Planning iterations for these two sites have been subject to partial documentation but what is needed is a more systematic assessment of their often poor planning and better alternatives. This paper provides a brief background to what drove these renewal projects and their current status, the changing priorities of government, the shifting commercial environment and current challenges faced by those seeking to plan these new urban spaces. Attention is then paid to a research agenda which could inform better planning for future stages of development in these two sites as well as other major renewal projects.