Global scale-up of antiretroviral therapy (ART) has focused on clinical outcomes with little attention on its impact on existing health systems. In June-August 2008, we conducted a formative evaluation on ART scale-up and clinic operations at three clinics in Uganda to generate lessons for informing policy and larger public health care systems. Site visits and semistructured interviews with 10 ART clients and 6 providers at each clinic were used to examine efficiency of clinic operations (patient flow, staff allocation to appropriate duties, scheduling of clinic visits, record management) and quality of care (attending to both client and provider needs, and providing support for treatment adherence and retention). Clients reported long waiting times but otherwise general satisfaction with the quality of care. Providers reported good patient adherence and retention, and support mechanisms for clients. Like clients, providers mentioned long waiting times and high workload as major challenges to clinic expansion. Providers called for more human resources and stress-release mechanisms to prevent staff burnout. Both providers and clients perceive these clinics to be delivering good quality care, despite the recognition of congested clinics and long waiting times. These findings highlight the need to address clinic efficiency as well as support for providers in the context of rapid scale-up.