This study sought (1) to identify factors that influence women's willingness to accept voluntary HIV counseling and testing at New York State Family Planning Programs (FPPs) and Prenatal Care Assistance Programs (PCAPs) and (2) to evaluate the effectiveness of such a voluntary counseling and testing program. Telephone interviews elicited organizational-level data from 136 agencies; a combination of telephone and face-to-face interviews was used to gather provider data from 98 HIV counselors; and client data were gathered from 354 women in face-to-face interviews at counseling sites. Slightly fewer than 60% of women agreed to be counseled, and, of those, under half consented to an HIV test at the counseling site. Approximately two thirds of the women who were tested returned for their results and posttest counseling. Clients' recall of pretest counseling content was relatively poor. Bivariate and regression analyses suggest that client, provider, and organizational factors are all associated with rates of pretest counseling and testing. The current voluntary counseling and testing program is achieving only moderate success. Although a substantial number of clients accept HIV counseling, many women remain reluctant to consent to HIV testing, and many who accept testing do not return for their results. Moreover, among those who receive pretest counseling, many do not recall important informational content, which suggests variation may exist in the quality of counseling or that one-time HIV counseling interventions are insufficient to communicate complex information. Medical Subject Headings (MeSH): AIDS, HIV serodiagnosis, women's health, patient education.