Providing HIV prevention services to high-risk individuals remains challenging. We assessed factors associated with nonparticipation among high-risk, sexually active MSM found eligible to participate in a brief, telephone-delivered HIV prevention trial designed to evaluate the efficacy of motivational enhancement therapy (the Sex Check). Two levels of nonparticipation are evaluated: eligible participants who did versus those who did not complete their baseline/enrollment interview, and enrolled participants who did versus those who did not attend any of their counseling sessions. Nonenrollers were younger, less educated, more closeted, and were more likely to report sex with an injection drug using partner. Enrolled participants who did not engage in their counseling session(s) were less educated, reported greater use of alcohol and drugs during sex and use of injection drugs. Innovative methods to reduce barriers to engaging high-risk, sexually active MSM in risk reduction counseling are needed.