||The main aim of this paper is to examine the fertility trends and differentials among Peninsular Malaysia women based on the 2004 Malaysian Population and Family Survey (MPFS-4) according to selected socio-economic variables which were found to have significant effect on number of children ever born. Findings from the study reveal that mean number of children ever born has dropped from 4.2 children in 1974 to 3.6 children in 1984, 3.4 children in 1994 and continued to decline to 3.1 in 2004. Fertility level is highest among Malays, who resides in rural areas, eastern region, lower educational level, women who had never worked, women whose husbands worked in agricultural sector and family income less than RM1000 a month. Socio-economic variables can only affect the fertility level through the intermediate variables such as postponement of marriage and use of contraception. There is an upward trend in age at first marriage from 17.6 years in 1974 to 22.0 years in 2004. Marriage postponement is more pronounced among highly educated Chinese women, followed by the Indians and the Malays. The contraceptive prevalence rate was highest among Chinese, followed by the Indians and the Malays. Ethnic differentials in number of children ever born are rather pronounced. In the multivariate context, after adjusting for age and age at first marriage, the differential in the mean number of children ever born among ethnic groups remain discernible. The socio¬economic variables have different effects on the fertility level of each ethnic group. 'Region' emerges as the most important predictor of Malay fertility, while 'work pattern' and 'family income' is the most important predictor of Chinese and Indian fertility respectively. Based on the present trend, it is highly likely that the fertility will reach replacement level by 2020, and the 70 million population target is unlikely to be achieved through natural increase. There is a need for the government to give some attention to the trend in delayed and non-marriage as this will determine to a large extent the future course of population growth in Malaysia.