A Dissertation Submitted in Partial Fulfillment of the Requirements for the Degree Award of LLM in Commercial Law of Mzumbe University.This study assessed the Challenges and Prospects of Capital Markets Development in Tanzania. The specific objectives were to analyze the extent of the capital market challenges of the past fifteen years since the establishment of DSE and CMSA; to examine the achieved capital market development prospects of the past fifteen years since the establishment of the DSE and CMSA; to outline and understand the current newly emerging capital market challenges and prospects starting year 2010; and to determine the current status of the capital market development in Tanzania. The study was conducted at Dar Es Salaam City and involved a sample size of 80 respondents drawn from Top Managers and the personnel from the Dar Es Salaam Stock Exchange (DSE), the Capital Market and Securities Authority (CMSA), Brokerage Firms and Private Advocates, who were selected through random and purposive sampling techniques. The data were collected through a combination of techniques namely; interviews and questionnaires. The collected data were analyzed through the use of SPSS, discussed and presented through the use of figures, tables as well as text. The study reveals that there are challenges for the capital market development that remain unsolved since the establishment of the CMSA and the DSE, despite the prospects experienced to the market. Hence the study recommends for more reforms to our laws and policies governing the capital market business, demutualization of the DSE, Stock Markets integration so as to make the market flexible hence rapid development of the market. The findings further revealed that market is illiquid as there are few trade able securities and few investors too. That major players in the business are the pension funds, which hold assets at certain ratio at marketable prices.