In South Africa, neither general medical nor HIV-specific treatment practices routinely address issues of discordant/untested partners or the concurrent HIV protection needs and fertility goals of those who are HIV+. Women infected with HIV have insufficient information about contraception and parenting options, and these needs are inadequately addressed among HIV+ men. Regardless of societal or personal attitudes about the soundness of HIV-positive persons seeking conception, our pilot data from two Cape Town clinics show that nearly 50% of recently diagnosed HIV-positive women and men accessing HIV care for the first time are seeking or desirous of having children in the next year. A multi-level structural intervention that simultaneously addresses stigma and poor access to contraceptive services and introduces best-practices counseling approaches that maximize sexual risk reduction based on clients’ personal situations is urgently needed. In the proposed study, we will (1) conduct formative research with key stakeholders to inform the development of a multi-level structural intervention to integrate sexual and reproductive health services into HIV clinical care; (2) develop a standardized counseling algorithm and decision-making tool that tailors safer sex, contraception, and fertility messages to HIV+ individuals’ circumstances; and (3) develop, implement, and evaluate the efficacy of a proof-of-concept, multi-level structural intervention that integrates reproductive health services into HIV care for HIV+ women and men. The primary outcome at the level of Clinics will be a comparison of changes in the clinic environment and staff attitudes and behaviors regarding the reproductive health of HIV+ persons as perceived by both staff and clients. The primary outcome at the level of Clients among those who wish to avoid childbearing is success in achieving this aim as measured by an algorithm we will develop that will allow us to establish a binary outcome that accounts for the heterogeneity of situations and goals. Among clients who are open to the possibility of childbearing, the “appropriate” outcome will be determined based on a consensus process. Ensuring access to effective contraception, including condoms, is potentially cost-effective as it could reduce unintended pregnancies and maternal morbidity and mortality as well as avert HIV infections in partners and infants at a lower cost than caring for an infected person. If our proof-of-concept (Phase II) trial suggests efficacy, the intervention has the potential for being readily incorporated into the Cape Town metropolitan public health infrastructure and HIV care systems in other countries with emerging AIDS epidemics.