The present study attempts to understand the awareness, knowledge and risk to HIV/AIDS among two groups of women: one reporting sex-work (FSW) and second reporting other work (FOW) from two clinics in Pune. The patients are screened for HIV and enrolled in the study. This paper includes 711 women covered between May 1993 and April 1995, 409 FSW and 302 FOW women, who differed by several characteristics. The FSW are older, less educated, unmarried, staying away from home, speak Kannada with 60 per cent using condoms for preventing pregnancy. FOW are ever-married women and among Family Planning method users only 7 per cent used condoms and 84 per cent had tubal ligation. At enrollment 47 per cent FSW and 14 per cent FOW were HIV positive with less than one third of all the women reporting AIDS knowledge. Among the knowledgeable women, 82 per cent understood the sexual route, half knew of transmission by blood and a third understood the vertical route of transmission; 77 per cent FSW and 48 per cent FOW knew that condom was protective. FSW reporting consistent condom use in past three months had greater knowledge of AIDS transmission, were more likely to have used condoms as contraceptive or had tubal ligation and less likely to have history of STD. This suggests the HIV/AIDS awareness and educational programs are having a limited effect specially among the married women who do not perceive of the risk of STD/HIV from their spouses and requires urgent preventive measures through innovative approaches that focus on female controlled methods. It is of critical importance that family planning and STD/HIV programs be integrated.