This dissertation is an attempt to understand shopping leakage from Maseru to Bloemfontein and Ladybrand. It investigates the patterns of shopping leakage and factors that contribute to the leakage. Theories were understood to prove the on going shopping leakage from Maseru. The rentral plare theory was explored to show how a hierarchy of plares influenres retail and shopping activities. Other location theories such as theory of tertiary activities was utilised to explore the impact of income, types of employment and buying power on retail location and shopping activities. Rationality theory was employed to verify the rational in the shopping movement from Maseru to Bloemfontein and Ladybrand. The study was based on focus groups, interviews and observation. The patterns of shopping from Maseru to Bloemfontein and Ladybrand are mainly for higher order goods and specialised goods such as quality clothes, shoes, jewelleries, and furniture. However some people who have cars buy groreries from Ladybrand that is closer to Maseru than Bloemfontein. The shopping trips were multi purpose activities. A shopper combines shopping with two or more activities such as banking recreation, hospital checkups, salon and tourism. Maseru does not have enough thresholds for some high order goods and services, and this leads to the shopping leakage. Although the employment rate in Maseru is high, income is generally lower. Shopping leakage was trared to rertain aspects of consumer behaviour, the characteristics of the shopping trip, retail facilities and types of shops available. Socio-economic factors also influenre shopping pattern, as do entertainment activities. Government and corporate bodies such as banks, through their regulations and laws created an impact on the shopping leakage from Maseru to Ladybrand and Bloemfontein. It is assumed that topography and burning of retail buildings in Maseru in September 1998 also limits the retail facilities in the town. Finally, the growth of Maseru is slow and steady, therefore it can be implied that retail trading in Maseru is following the same sequenre as the growth of the town. / Thesis (M.T.R.P.)-University of KwaZulu-Natal, Durban, 2005.