The study was done to assess the quality of antenatal care and try to improve this quality. The study was done in two MCH centers and rural centers in Beni suef governorate which are; (ELmermah& Beni suef MCH centers and Bedahl & Saft rural health centers).This is a cross sectional study through exploring some findings related to health providers and services provided for clients through an observational checklist, and an exit interview questionnaire to pregnant women in each of the studied health centers and self administrated questionnaire to the services providers .The study was conducted from November 2007 to May 2008 the quality of antenatal care is measured by performance and utilization of services that determined by physical condition of the building, health care providers. Training programs and job description. It is recommended that antenatal care services must follow a common policy and continuos observation. The most important finding from this study was that most of interviewed clients in the MCH were gone the center for follow up (69% in Elmermah, 57% in Beni-suef), but in RHCs Most of interviewed clients were reached the center for immunization ( 90% in Bedahl and 69.5% in Saft). And this reflect a high utilization of ANC services in MCH centers than rural centers.