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Abstract: There are few processes more central to the social and cultural transformation of the inner city in the past half century than gentrification. The social and economic changes that have engendered gentrification have transformed its character and meaning; it has become principally a strategy for redevelopment of brown field sites by the state and capital interests. Based on research in the formerly derelict harbour-front Sydney suburbs of Pyrmont and Ultimo, this paper shows how economic restructuring, state intervention, developers and cultural change have combined to totally transform the area. Drawing on [Wyly, E K and Hammel, D J (2001) Gentrification, Housing Policy, and the new context of Urban redevelopment, in Critical perspectives on Urban Redevelopment, 6 pp. 211–276], we have termed this second wave gentrification. [Copyright &y& Elsevier]