This study investigated social contextual factors influencing poor uptake of HIV counselling and testing (HCT) services by middle-aged black men in Ratanda, Heidelberg. A qualitative research approach was used in which ten men and two key informants were interviewed. Themes explored were the participants’ biographical characteristics; knowledge of HIV and AIDS; health-seeking behaviours; understanding of multiple sexual partnerships and male circumcision and challenges in utilising HCT services. Various social behaviour change theories formed the theoretical framework guiding this study. It was found that fear, stigma and cultural factors largely contributed to poor HCT uptake. Moreover despite the men’s high HIV risk perceptions, behaviour change lags behind. Greater efforts to establish a men’s forum to discuss sexual health matters in Ratanda is recommended. / Health Studies / M. A. (Social Behaviour Studies in HIV/AIDS)