This study evaluated the suitability of populations of sexually active women in two districts of South Africa, Madibeng and Mbekweni, for participation in microbicide trials by determining HIV prevalence and incidence. The study found HIV prevalence was 24% in Madibeng and 22% in Mbekweni. HIV incidence rates based on seroconversions over 12 months were 6.0/100 person-years in Madibeng and 4.5/100 person-years in Mbekweni. Genital symptoms were very common. The populations were found to be suitable for microbicide trials if HIV incidence remains sufficiently high over time.