A prison that was heavily criticised two years ago is still overcrowded and prisoners do not have enough work to do, an inspection has found.
Staff say there has been major progress since the last inspection
The report on Winchester Prison also said that vulnerable inmates were not well protected and relations between staff and prisoners were not good.
But the unannounced inspection praised prisoner resettlement and improvements in healthcare.
Prison authorities said there had been "significant progress" over two years.
The inspection found overcrowding of the small Victorian prison running at about 50%.
It also showed that a third of prisoners had no work, and it criticised the prison's figures which "greatly exaggerated" the true level of work done by inmates.
The report also said "the safety of easily identifiable vulnerable prisoners remained a serious concern".
Anne Owers, HM Chief Inspector of Prisons, said the report praised the vision and commitment of managers.
"The successful resettlement work had continued; but managers also need to pay attention to protecting the most vulnerable prisoners, providing for the needs of lifers and engaging all staff in the task of supporting the prisoners in their care," she said.
"Winchester is not alone among local prisons in finding it difficult to provide enough activity for its expanded population; however, it does not help to disguise the shortfall by inflating or massaging the statistics".
Phil Wheatley, director general of the Prison Service, said: "We accept that the prison is overcrowded and improvements need to be made but it is important to stress that significant progress has been made at the prison since the last report.
"Major cultural problems have been addressed and the prison is now performing well in a number of areas, especially resettlement.
"The prison management and staff have to contend with a very difficult working environment as a result of the prison's age and whilst they need to work hard to continue to make progress, they should be commended for their efforts."