The high maternal mortality rate in Papua New Guinea indicates an urgent need for action. One area for examination is antenatal care. From April 2002 to August 2002 a qualitative study was undertaken in order to identify perceptions, beliefs, barriers and strengths relevant to the utilization of antenatal care by women in the urban, periurban and rural communities of Goroka, Papua New Guinea. Interview data about antenatal care utilization were collected from 20 pregnant or parous women and 4 antenatal health care workers and relevant statistics were reviewed. This information was analyzed in order to identify the constraints faced by the users of antenatal care and health care workers providing such services and to make recommendations aimed to improve the utilization and delivery of antenatal care in Goroka. Multiple encouragers and barriers to using antenatal care were identified within the three categories of physical barriers/encouragers, cultural issues and health care system characteristics. The attitude of health care workers and their perceived ill-mannered treatment of women was one of the most significant concerns raised by the women. Nevertheless, all of the women expressed overall satisfaction with the care given. All of the health care workers stated that antenatal care is very important for the health of both the baby and the mother and expressed a desire to improve the level of care. The major constraints faced were staff shortages, limited supplies and broken equipment. There were four key areas of strength: the broad level of coverage, the high regularity of attendance, the women's commitment to antenatal care and the willingness of health care workers to overcome resource difficulties in the provision of care. Recommendations to improve the delivery of antenatal care services and their utilization by women addressed the situation of women and the interactions between women and health care providers, and proposed innovations in the health care system.