Aim. This paper is a report of a systematic review to identify and analyse the main factors affecting the utilization of antenatal care in developing countries. Background. Antenatal care is a key strategy for reducing maternal mortality, but millions of women in developing countries do not receive it. Data sources. A range of electronic databases was searched for studies conducted in developing countries and published between 1990 and 2006. English-language publications were searched using relevant keywords, and reference lists were hand-searched. Review methods. A systematic review was carried out and both quantitative and qualitative studies were included. Results. Twenty-eight papers were included in the review. Studies most commonly identified the following factors affecting antenatal care uptake: maternal education, husband's education, marital status, availability, cost, household income, women's employment, media exposure and having a history of obstetric complications. Cultural beliefs and ideas about pregnancy also had an influence on antenatal care use. Parity had a statistically significant negative effect on adequate attendance. Whilst women of higher parity tend to use antenatal care less, there is interaction with women's age and religion. Only one study examined the effect of the quality of antenatal services on utilization. None identified an association between the utilization of such services and satisfaction with them. Conclusion. More qualitative research is required to explore the effect of women's satisfaction, autonomy and gender role in the decision-making process. Adequate utilization of antenatal care cannot be achieved merely by establishing health centres; women's overall (social, political and economic) status needs to be considered.