Background: Undesirable changes in lipid metabolism have been reported among HIV-infected individuals undergoing anti-retroviral therapy. Considering the peculiarity of pregnant women who are also faced with similar metabolic changes, it becomes necessary to ascertain lipid changes that occur in them, and assess the effect of anti-retroviral therapy (ART), diet and physical exercise on their lipid profile.Methods: The study was conducted in Nnamdi Azikiwe University Teaching Hospital, Nnewi in Anambra State, Nigeria. One hundred subjects were recruited for this study. This comprised of 50 HIV sero-positive pregnant women (test) and 50matched HIV sero-negative, pregnant women (controls) attending ante-natal clinic. Questionnaires and patient records were used to obtain data and information on the subjects. They were categorized into three groups based on dietary intake (carbohydrate-rich, protein-rich and cholesterol-rich) and into two groups based on exposure to physical activity, at least one hour daily exercising and non-exercising. After an overnight fast, 5mls of blood was collected from all subjects into plain tubes and sera analyzed for total cholesterol (TC), triglyceride (TG), low density lipoprotein cholesterol(LDL-C) and high density lipoprotein cholesterol (HDL-C) using the VITROS 350 automatic chemistry analyzer.Result: The lipid profile of HIV sero-positive pregnant women were significantly lower than in sero-negative pregnant women (p=0.028).There was no statistically significant difference in lipid profile between those on ART and those not on ART. With physical exercise decreased levels of lipids were observed in both test and control groups (p<0.05). There was significant difference in the TC and LDL-C with respect to the diets for carbohydrate-rich, protein-rich and cholesterol-rich diets (p<0.05) in the control group.Conclusion: Findings from this study suggest that HIV does alter the lipid profile of HIV-infected pregnant women. This, however, causes a deranged lipid profile. Physical activity and diet also play important roles in the regulation of lipid levels.