This master thesis is a research, planning and design project in the academic field of urbanism. Research is focused on the post-socialist city in transition of which Panevezys is the case study. The main interest of this project is the potentials of transformation from the current transitional state to sustainable structure in the future. With established awareness on this larger task at hand, focus is brought on problems of urban sprawl, brownfields, underdeveloped inner city areas and socialist housing estates.