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This paper focuses on the performance and regulation of the train operating companies in Britain's privatised railway system. It places regulation in context by examining rail privatisation, with particular scrutiny given to the franchising process which established these companies. The record of the regulatory authority is assessed according to its five main objectives, and the financial and non-financial performance of the train operating companies is examined. The paper concludes that, while regulation was inconsistent and often ineffective, the fundamental problem was the flawed concept of fragmenting and privatising a loss-making industry.