This study assessed factors associated with participation in HIV counseling and testing and reported reasons for not taking part in Voluntary HIV Counseling and Testing among 930 pregnant women attending clinics for antenatal care in South Africa. Results indicate that from 930 clients interviewed 87% had agreed to participate in individual pre-test HIV counseling and 81.2% had received their test results in post-test counseling. Fear for taking the test, lack of confidentiality and knowing one's HIV status were the main reasons why women refused to test. In multivariable analysis trust of HCT provider was associated with participation in HIV pre-test counseling and no risky drinking was associated with participation in HIV post-test counseling. These findings suggest mistrust towards HCT providers should be reduced and screening and brief intervention for alcohol problems provided.