Internationally, 20 million women are living with HIV and in South Africa, an estimated 3 million people are living with HIV (WHO, 2002). Currently, prevention of maternal to child transmission (PMTCT) programs are being mounted internationally to stop transmission of HIV during childbirth. However, the needs of Mothers Living with HIV (MLH) do not stop with childbirth as they face the challenges of caring for their own health, stopping transmission acts, parenting while ill, and coping with significant stress on an ongoing basis. The goal of this proposed studies is to adapt an intervention demonstrated as efficacious in the United States with parents living with HIV (Rotheram-Borus et al., 2001a, 2001b, 2003, & in submission) and young people living with HIV (Rotheram-Borus et al., 2001a, b, in submission). Building on a relationship and preliminary work of Dr. Futterman in South Africa with the Provincial Health Ministry during the scaling up of the PMTCT program and her work with Dr. Mitchell Besser, the director of a South African NGO- Mothers to Mothers, the ongoing collaborations of Albert Einstein & UCLA, and recent collaborative field work by Drs. Futterman & Rotheram-Borus in South Africa, the potential adaptability of the U.S. programs to South Africa appear promising. We propose a two-phase project over two years. Following one year of cultural adaptation, a pilot evaluation of the outcomes of the adapted intervention will be conducted with 100 MLH in Khayelitsha Township in Cape Town, South Africa to prepare for a large randomized controlled trial with MLH. Qualitative information to guide the adaptation will be gathered via key informant interviews and focus groups with: care providers (nurses, physicians, home health care workers), administrators in government and non governmental organizations and MLH in order to ensure feasibility and replication of the intervention and assessment measures. In year 2, a pilot evaluation of the program will be conducted with 100 MLH at two different clinic settings who will be randomly assigned by clinic setting to either: 1) standard care which includes social support groups (Mothers to Mothers program); or 2) an enhanced care condition (Healthy Families) which includes four modules of four sessions each focused on skill-building, affective self-regulation, and enhancing coping. The four domains of caring for one's own health, reducing transmission, parenting, and maintaining mental health will be the focus of the intervention and assessment. Potential secondary outcomes are disclosure of serostatus, extended family relationships and perceived social support, health care utilization and assertiveness with health care provider, In addition, the health status of children will be assessed including measures such as weight, developmental milestones and HIV status at one year if funding permits this follow up. If successful, this adaptation can serve as an important adjunct to PMTCT programs that are scaling up throughout the world. [unreadable] [unreadable]