Greater understanding of barriers to risk reduction among incarcerated HIV+ persons reentering the community is needed to inform culturally tailored interventions. This qualitative study elicited HIV prevention-related information, motivation and behavioral skills (IMB) needs of 30 incarcerated HIV+ men and women awaiting release from state prison. Unmet information needs included risk questions about viral loads, positive sexual partners, and transmission through casual contact. Social motivational barriers to risk reduction included partner perceptions that prison release increases sexual desirability, partners' negative condom attitudes, and HIV disclosure-related fears of rejection. Personal motivational barriers included depression and strong desires for sex or substance use upon release. Behavioral skills needs included initiating safer behaviors with partners with whom condoms had not been used prior to incarceration, disclosing HIV status, and acquiring clean needles or condoms upon release. Stigma and privacy concerns were prominent prison context barriers to delivering HIV prevention services during incarceration.