In Lesotho, where the HIV prevalence rate for women is 26.4%, there is high risk for mother-to-child transmission (MTCT) of HIV. Efforts to prevent MTCT can focus on reducing the fertility level of HIV-positive women. This paper examines the desire for children and unmet need for contraception to limit or space births among HIV-positive women age 15-49 years, using data from the 2004 Lesotho Demographic and Health Survey. Multivariate analysis of HIV-positive women, 83% of whom have never learned their HIV status, shows that the desire for children in the future does not differ by socioeconomic status. Unmet need for contraception is highest among women in the poorest households. Although these women have lower HIV prevalence, they have higher potential for MTCT. The multivariate results are similar for both HIV-positive and HIVnegative women because of low self-awareness of HIV status. Efforts to reduce the level of MTCT require improved access to family planning services for all women, especially the poorest, and an increase in HIV testing and counseling.