A Dissertation Submitted in Partial fulfillment of the Requirement for the Award of Degree of Master of Business Administration (MBA - Corporate Management) of Mzumbe University 2013A considerable number of items were covered by this study on the analysis of factors contributing to ineffectiveness of internal audit function in promoting good corporate governance in Public Sectors in Tanzania. The study employed a case study technique, where Mwanza City Council and few Staff and Councils were selected as sample size to provide information to this study a total of 136 (30%) of respondents out of 453 were drawn also all 17 councilors were drawn randomly . Both primary and secondary information were used in this study. Primary data through questionnaires was analyzed using Micro Soft Excel frequency tables. The results were presented using histograms, pie charts and tables. The major argument was that, efficient functioning of internal audit require among other things independence of auditors and internal audit function; proficiency of internal auditors; high ethical behavior of auditors and good coordination of internal audit functions. Ethical values are fundamental for the internal auditors because of two important reasons. However, Tanzanian public sector faces a perception and, to some extent, a credibility problem as a value adding unit of the organization. The results from the analysis of all respondents’ responses revealed that factors plays a major role on contributing to ineffectiveness of internal audit function in promoting good corporate governance in Public Sectors in Tanzania. Thus, according to the conceptual model of this study, these factors are independent variables and dependant variable. The study concluded that ineffectiveness of internal audit function in promoting good corporate governance in Public Sectors in Tanzania have influential factors. Recommendation was made to the Local Government Authorities and Central Government to take a leading role in the design and formulation of policy and standards and monitoring practices respectively. Also auditors to play their role of willingly improve their skills for the betterment of themselves and public at large.