MPH, Faculty of Health Sciences, University of the Witwatersrand / Poor retention rates and a lack of human resource management capacity have led to a critical shortage of nurses and serious disparities in their distribution between urban and rural areas in Zambia. The Zambian government is faced with the challenge of developing retention schemes that address the most pressing needs of nurses in rural service. The aim of the study is to contribute to the body of work in Zambia that looks at the influence of non-financial incentives on the retention of nurses in rural areas. The study also aims to show what factors nurses think would keep them in rural posting. The objectives of this study are to determine the perceptions of nurses in two rural hospitals in the Copperbelt province of Zambia about non-financial incentives that could influence retention in rural areas and to determine which factors nurses perceive to be the most important for retention. The study design was a descriptive cross-sectional study. Forty nurses were conveniently sampled. Data was collected by means of structured interviews using a questionnaire and was analysed using stata10. The majority of nurses strongly agreed that individual, institutional and local environmental factors play a significant role in retention. Factors identified as the most important for retention were motivation to work (n=26), appreciation from the community (n=33), ability to make decisions about work (n=17), satisfactory accommodation (n=32), availability of schools for children (n=26), managable distance to work (n=13), access to continuing education and iv professional development (n=26), having good relationships with colleagues (n=15) and, availability of essential equipment, tools and supplies (n=14). Factors ranked first choice according to level of importance by the majority of nurses were satisfactory accommodation (n=25), access to continuing education and professional development (n=20) and motivation to work (n=18). There are no straight forward answers to the problem of retention in rural areas. The development of appropriate strategies requires an understanding of the interaction of factors which influence nurses’ decisions to work in a rural and remote post. Successful retention strategies will require strengthening and upgrading of human resource management capacity. The response must be all inclusive, engaging relevant stakeholders, including non-health and nongovernmental group