BACKGROUND: Socioeconomic disparities in the use of prenatal care (PNC) exist even where care is universally available and publicly funded. Few studies have sought the perspectives of health care providers to understand and address this problem. The purpose of this study was to elicit the experiential knowledge of PNC providers in inner-city Winnipeg, Canada regarding their perceptions of the barriers and facilitators to PNC for the clients they serve and their suggestions on how PNC services might be improved to reduce disparities in utilization. METHODS: A descriptive exploratory qualitative design was used. Semi-structured interviews were conducted with 24 health care providers serving women in inner-city neighborhoods with high rates of inadequate PNC. Content analysis was used to code the interviews based on broad categories (barriers, facilitators, suggestions). Emerging themes and subthemes were then developed and revised through the use of comparative analysis. RESULTS: Many of the barriers identified related to personal challenges faced by inner-city women (e.g., child care, transportation, addictions, lack of support). Other barriers related to aspects of service provision: caregiver qualities (lack of time, negative behaviors), health system barriers (shortage of providers), and program/service characteristics (distance, long waits, short visits). Suggestions to improve care mirrored the facilitators identified and included ideas to make PNC more accessible and convenient, and more responsive to the complex needs of this population. CONCLUSIONS: The broad scope of our findings reflects a socio-ecological approach to understanding the many determinants that influence whether or not inner-city women use PNC services. A shift to community-based PNC supported by a multidisciplinary team and expanded midwifery services has potential to address many of the barriers identified in our study.