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Service-learning has potential to transform teaching and learning in the academy and to call a generation of students to develop social responsibility and an ethic of service. Research on the learning side of the service-learning equation shows that students develop social responsibility, reduce racism, develop leadership and gain personal and social skills. There are however important questions which must be examined on the service side of the equation. The demands a learning orientation places on service limits its effectiveness and its ability to address community needs at a structural level. The service students do is often ameliorative and the explanations of social issues gained through service-learning are often individualistic. Through participation in service-learning, students may develop truncated understandings of the nature of social problems and of strategies for fundamental social change. This paper examines potential negative aspects of service-learning and identifies an agenda for strengthening the service provided through service-learning.