This article examines the pattern of union membership decline in Australia using the 1995 Australian Workplace Industrial Relations Survey data set (AWIRS 95), including the panel of surviving workplaces drawn from the 1990 survey. It confirms recent studies that suggest that the decline is more or less comprehensive, but points to some diversity in the longitudinal findings. In particular, the article tracks the growth of delegate structures in the previous five years in unionised workplaces, employee attitudes to unions, and the much slower rate of derline associated with 'active unionism', While it has been argued, not least by Joe Isaac (1958), that workplace organisation tended to 'atrophy' under compulsory arbitration, there is no automatic process by which it will correspondingly flourish under more decentralised bargaining arrangements. The AWIRS 95 findings suggest that the future of unions will be determined by a range of factors, which include their ability to build and co-ordinate delegate networks and hence the role of the state in providing legislative support for workplace organisation and fair wages. We argue that this, not a return to centralised wage restraint, sbould be the focus of strategic unionism.