In Ghana, Tanzania and South Africa, health care financing is progressive overall. However, out-of-pocket payments and health insurance for the informal sector are regressive. The distribution of health care benefits is generally pro-rich. This paper explores the factors influencing these distributions in the three countries. Qualitative data were collected through focus group discussions and in-depth interviews with insurance scheme members, the uninsured, health care providers and managers. Household surveys were also conducted in all countries. Flat-rate contributions contributed to the regressivity of informal sector voluntary schemes, either by design (in Tanzania) or due to difficulties in identifying household income levels (in Ghana). In all three countries, the regressivity of out-of-pocket payments is due to the incomplete enforcement of exemption and waiver policies, partial or no insurance cover among poorer segments of the population and limited understanding of entitlements among these groups. Generally, the pro-rich distribution of benefits is due to limited access to higher level facilities among poor and rural populations, who rely on public primary care facilities and private pharmacies. Barriers to accessing health care include medical and transport costs, exacerbated by the lack of comprehensive insurance coverage among poorer groups. Service availability problems, including frequent drug stock-outs, limited or no diagnostic equipment, unpredictable opening hours and insufficient skilled staff also limit service access. Poor staff attitudes and lack of confidence in the skills of health workers were found to be important barriers to access. Financing reforms should therefore not only consider how to generate funds for health care, but also explicitly address the full range of affordability, availability and acceptability barriers to access in order to achieve equitable financing and benefit incidence patterns.