The dissertation submitted in partial fulfillment of the requirement for award of masters of business administration (MBA) of Mzumbe University.This study was aiming at assessing the effectiveness of AC (Audit committee) towards promoting good corporate governance in public organizations such as ministries, government departments, parastatals and agencies in Tanzania. Although it is a statutory requirement that all listed companies, ministries, independent department and financial institutions in Tanzania to establish ACs but still some have not yet established ACs and those which have establishedACs their ACs does not fulfill its various roles on promoting good corporate governance to meet expectations of the shareholders and stake holders. The main objective of this study was to study the reasons why most ACs in Tanzania are ineffective in promoting good corporate governance of public organizations. Specific objectives were to identify the formalities required in establishing of AC, to establish criteria and nature used to select members of audit committees and to identify whether the audit committees have been promoted good governance or not. On research methodology, the researcher used case study design where Morogoro municipal council was selected as a case of study, population included head of departments and AC members. Findings showed that,Morogoro municipal council has established audit committee, formalities and criteria for establishing AC and selecting members has followed but AC at Morogoro municipal council is not effective due to the reason that independence is impaired, It is concluded that the current ACs which follow Public Finance Act 2001 are ineffective to balance the operating challenges facing accounting officers and management of the public institutions. It is recommended that the public finance act no.6 of 2001 revised 2004 and treasury circular 9 of 2003/04 need to be revised in relation to International best practice, capital market and securities Act of 2006 which requires AC to be committee of the board and members of the AC to be from outside the organization