Lay health workers (LHWs) are individuals who participate in a variety of health services, even though they have no formal professional training. They have been used in a variety of settings, especially where health care needs outstrip available human resources. Lesotho faces a severe human resource shortage as it attempts to manage its HIV pandemic, with more than 25% of the population infected with HIV. This article reports on a program that provided HIV services in seven rural clinics in Lesotho. LHWs played an important role in the provision of HIV services that ranged from translation, adherence counseling, voluntary counseling and testing (VCT) for HIV and patient triage, to medication distribution and laboratory specimen processing. Training the LHWs was part of the clinic physicians' responsibilities and thus required no additional funding beyond regular clinic operations. This lent sustainability to the training of the LHWs. This paper describes the recruitment, training, activities, and perceptions of the LHW work between June 2006 and December 2008. LHWs participated successfully in the care of thousands of people with HIV in Lesotho and their experience can serve as a model for other countries facing the disease.