Prevention with positives (PWP) is a fundamental component of HIV prevention in industrialized countries. Despite the estimated 22.4 million HIV-infected adults in Africa (UNAIDS, 2006), culturally appropriate PWP guidelines have not been developed for this region. In order to inform these guidelines, we conducted 37 interviews (17 women, 20 men, no couples) from October 2003 to May 2004 with purposefully selected HIV-infected individuals in care in Uganda. Participants reported increased condom use and reduced intercourse frequency and numbers of partners after testing HIV-positive. Motivations for behavior change included concerns for personal health and the health of others, and decreased libido. Gender-power inequities (sometimes manifesting in forced sex), pain experienced by women while using condoms, decreased pleasure for men while using condoms, lack of social support, and desire for children appear to have resulted in increased risk for uninfected partners. Interventions addressing domestic violence, partner negotiation, use of lubricants and alternative sexual activities could increase condom use and/or decrease sexual activity and/or numbers of partners, thereby reducing HIV transmission risk.