In the last two decades, Bangladesh has achieved a considerable fertility decline despite pervasive poverty and under development. Unfortunately, recent statistics suggest that despite continued increase in contraceptive use, the fertility decline has stalled. Thus, Bangladesh becomes an interesting case study for exploring the question of what factors are necessary to bring about further fertility decline. In this paper, an attempt will be made to highlight women’s status, non-governmental organizations (NGOs) and some demographic factors, which are affecting the decline in fertility. It is found that the desire for an additional child is lower among working women, who have a number of living children above 2 and are involved in micro-credit related NGOs. The interesting finding of this paper is to micro-credit organization such as BRAC and GB that are more effective in reducing fertility. However, evidence shows that they fail to empower the women with respect to decision-making power, but successfully raise their status by increasing mobility. This study will help policy makers to take the initiative for further fertility decline in the country.