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Australian city-regions have experienced rapid peri-urban growth in the past three decades. Population growth and housing development in the towns and rural landscape of the peri-urban regions around Australia’s metropolitan and regional cities has occurred as consequence of the concurrent processes of urbanisation and counter-urbanisation (within regions of urban influence) which can be understood as products of changes in both rural and urban economies and society. These changes have led to modifications in employment, travel times, property markets and household structures, as well as changes in the structure and functions of rural activities and industries. The development of multiple decentralised nodes of economic activity within city regions also offers continued scope for new forms of suburbia and exurbia (beyond the urban fringe) to emerge – changing the structure of the city within its built-up areas and beyond into surrounding rural landscapes. This pattern is true of a case study of peri-urban Melbourne where, despite increased levels of population and housing in rural landscapes, and the restructure and spatial re-patterning of many agricultural activities, overall output and the notional share of agricultural output in the broader region (the state of Victoria) have not declined. Nonetheless, the challenges to agricultural viability and adaptability are considerable. The consequences of these for land use planning as a settlement system issue are important – but beyond this consideration should also be given to the real and intrinsic meanings of the vulnerability of continuing agricultural systems in the face of the increasing recognition of food localism and regional food systems as a component of community resilience – even at a metropolitan-scale. This paper explores the nature of industry and enterprise change in the context of Melbourne’s broad city region and surrounding landscapes. It seeks to determine the implications for agriculture of change in peri-urban land use, industry structures and landscapes.