Background. National Health Insurance (NHI) is currently high on the health policy agenda. The intention of this financing system is to promote efficiency and the equitable distribution of financial and human resources, improving health outcomes for the majority. However, there are some key prerequisites that need to be in place before an NHI can achieve these goals. Objectives. To explore public perceptions on what changes in the public health system are necessary to ensure acceptability and sustainability of an NHI, and whether South Africans are ready for a change in the health system. Methods. A cross-sectional nationally representative survey of 4 800 households was undertaken, using a structured questionnaire. Data were analysed in STATA IC10. Results and conclusions. There is dissatisfaction with both public and private sectors, suggesting South Africans are ready for health system change. Concerns about the quality of public sector services relate primarily to patient-provider engagements (empathic staff attitudes, communication and confidentiality issues), cleanliness of facilities and drug availability. There are concerns about the affordability of medical schemes and how the profit motive affects private providers’ behaviour. South Africans do not appear to be well acquainted or generally supportive of the notion of risk cross-subsidies. However, there is strong support for income cross-subsidies. Public engagement is essential to improve understanding of the core principles of universal pre-payment mechanisms and the rationale for the development of NHI. Importantly, public support for pre-payment is unlikely to be forthcoming unless there is confidence in the availability of quality health services