This study examined the relationships between selected risk and resistance factors and maternal reports of child behavior problems on the Child Behavior Checklist (CBCL) in families affected by maternal HIV/AIDS. Data were obtained from 193 mothers with late-stage HIV/AIDS who were included in a sample consecutively recruited from the New York City Division of AIDS Services Income Support to participate in Project Care, a randomized trial of a permanency planning intervention. Each mother reported on one HIV negative index child 5–12 years of age. Child behavior problems were related significantly to the mother’s psychological distress and marginally to her having illness-related activity restrictions, but not to other measures of maternal physical health, stigma or disclosure of her HIV to the child. Two child dispositional factors, productivity and independence, and two family factors, adaptability and a good parent–child relationship, were related to better child functioning, but family cohesion was a risk factor for poorer adjustment in this sample. These are likely to be key target variables useful to policy makers in planning programs to assist these children in coping successfully with their mother’s illness.