Although routine counseling and HIV testing of pregnant women is recommended, it is not yet universally offered. This paper reports on a project that trained health care providers from 2000 to 2002 using a faculty trainer (or train-the-trainer) model. The goals of the projects were to increase knowledge and change practice, increase HIV counseling and testing in prenatal care, and improve management of HIV in pregnant women. In four jurisdictions of the southeastern United States, 193 health care providers attended faculty trainer workshops using a standardized curriculum. Eighteen providers used the curriculum to train an additional 545 health care providers over 2 years. Participants in both faculty trainer workshops and trainerled seminars reported significant increases in perceived knowledge in all content areas and the intention to change clinical practice. The number of providers who became faculty trainers and then led seminars varied widely among the jurisdictions. Six-month follow-up of faculty trainers, although limited by a 63% response rate, found that over 90% of respondents reported the workshop had a positive impact on their care of women with and at risk for HIV. Our findings indicate the faculty trainer model is an effective way to educate practicing clinicians. Key elements to successful implementation were: ongoing support of faculty trainers by acquired immune deficiency syndrome (AIDS) educators, involvement of local HIV experts as trainers and resource persons, and use of a standardized curriculum based on national guidelines.