SUMMARYTo determine factors associated with fetal growth, preterm delivery and stillbirth in an area of high malaria transmission in Southern Malawi, a cross-sectional study of pregnant women attending and delivering at two study hospitals was undertaken. A total of 243 (17 . 3 %) babies were preterm and 54 (3 . 7%) stillborn. Intra-uterine growth retardation (IUGR) occurred in 285 (20 . 3 %), of whom 109 (38 . 2%) were low birthweight and 26 (9 . 1%) preterm. Factors associated with IUGR were maternal short stature [adjusted odds ratio (AOR) 1 . 6, 95 % confidence interval (CI) 1 . 0-2 . 5] ; primigravidae (AOR 1 . 9, 95 % CI 1 . 4-2 . 7) ; placental or peripheral malaria at delivery (AOR 1 . 4, 95 % CI 1 . 0-1 . 9) and maternal anaemia at recruitment (Hb <8 g/dl) (AOR 1 . 9, 95% CI 1 . 3-2 . 7). Increasing parasite density in the placenta was associated with both IUGR (P=0 . 008) and prematurity (P=0 . 02). Factors associated with disproportionate fetal growth were maternal malnutrition [mid-upper arm circumference (MUAC) <23 cm, AOR 1 . 9, 95% CI 1 . 0-3 . 7] and primigravidae (AOR 1 . 8, 95% CI 1 . 0-3 . 1). Preterm delivery and stillbirth were associated with <5 antenatal care visits (AOR 2 . 2, 95% CI 1 . 3-3 . 7 and AOR 3 . 1, 95 % CI 1 . 4-7 . 0 respectively) and stillbirth with a positive Venereal Disease Research Laboratory (VDRL) test (AOR 4 . 7, 95 % CI 1 . 5-14 . 8). Interventions to reduce poor pregnancy outcomes must reduce the burden of malaria in pregnancy, improve antenatal care and maternal malnutrition.