The HIV epidemic in sub-Saharan Africa disproportionately affects women of reproductive age. The increasing provision of Highly Active Anti-Retroviral Therapy (HAART) with improved prognosis and maternal-fetal outcomes calls for an understanding of fertility planning for HIV-positive women. We describe the effect of HIV and HAART on pregnancy desires and contraceptive use among HIV-positive women in Soweto, South Africa. Focus group discussions and in-depth interviews were conducted with 42 HIV-positive women of reproductive age. Analysis was performed using ATLAS-ti (ATLAS-ti Center, Berlin). Emergent themes were impact of HIV diagnosis on pregnancy intentions; factors affecting contraceptive uptake including real and normative side effects, body image, and perceived vaginal wetness; and the mitigating influence of partnership on both pregnancy intentions and contraceptive use. Routine counseling about pregnancy desires and contraception should be offered to HIV-positive women.