Women now constitute the fastest growing population of persons with AIDS in the U.S. The psychosocial problems of women with AlDS and HIV infection are underrecognized, and economic, personal, and social resources to meet their needs are often inadequate. The authors describe development of a group for HIV-infected women and discuss issues raised by group members. HIV-infected women of ten feel isolated and experience stigma and shame. Their roles as care givers and as wives and mothers are often changed or lost, and they experience anxiety and confusion about options for sexual activity. They sometimes fear transmitting HIV to family members through nonsexual contact. Physicians may discount their symptoms and may need to be educated about gynecological problems associated with HIV. Other issues involve coping with being both ill and a mother, disclosing information to children about the illness, and loss of reproductive choice.