We examined the effects of repeat Voluntary HIV counseling and testing (VCT) on sexual risk behaviors and HIV incidence in 6,377 initially HIV-negative subjects enrolled in a prospective STD control for HIV prevention trial in rural Rakai district, southwestern Uganda. Sixty-four percent accepted VCT, and of these, 62.2% were first time acceptors while 37.8% were repeat acceptors. Consistent condom use was 5.8% in repeat acceptors, 6.1% in first time acceptors and 5.1% in non-acceptors. A higher proportion of repeat acceptors (15.9%) reported inconsistent condom use compared to first-time acceptors (12%) and non-acceptors (11.7%). Also, a higher proportion of repeat acceptors (18.1%) reported 2+ sexual partners compared to first-time acceptors (14.1%) and non-acceptors (15%). HIV incidence rates were 1.4/100 py (person-years) in repeat acceptors, 1.6/100 py in first time acceptors and 1.6/100 py in non-acceptors. These data suggest a need for intensive risk-reduction counseling interventions targeting HIV-negative repeat VCT acceptors as a special risk group.