This study identified factors associated with emotional distress in 109 African American women with HIV. The relationship of personal factors (demographic, social conflict, social support, and spirituality), health-related factors (perception of health, physical and mental health problems, and years diagnosed), and cognitive/coping responses (stigma, worry, and emotion focused coping) on depressive symptoms 36and mood state was examined. Younger age, more social conflict, less social support, lower perception of health, and more HIV worry were associated with higher depressive symptom scores. Variables most often affecting various mood states included personal factors (public housing, unemployment, and social conflict) and worry about having HIV worry.