In Uganda, a nationwide scale-up of provider-initiated HIV testing and counselling presents an opportunity to deliver HIV-prevention services to large numbers of people. In a rural Ugandan hospital, focus group discussions and key informant interviews were conducted with outpatients receiving provider-initiated HIV testing and counselling and staff to explore the HIV-prevention information, motivation and behavioural skills strengths and weaknesses, and community-level and structural barriers to provider-initiated HIV testing and counselling acceptability and HIV prevention among this population. Strengths and weakness occurred at all levels, and results suggest brief client-centred interventions during provider-initiated HIV testing and counselling may be an effective approach to increase prevention behaviours in outpatient settings.