Research from the U.S. suggests that maternal HIV-infection negatively impacts children's psychosocial functioning and that resources (e.g., the parent-child relationship) positively influence their adjustment to maternal HIV-infection. Although HIV-infection in South Africa is most prevalent among Black South African women, there is limited research examining its impact on their children. In addition, as these children are exposed to numerous socio-cultural stressors beyond those associated with HIV-infection, they are at particular risk for psychosocial difficulties. This study had two aims: 1) to evaluate whether maternal HIV-infection confers risk for psychosocial difficulties (i.e., internalizing and externalizing behaviors) among Black South African children; and, 2) to examine potential protective resources for children of HIV-infected mothers that could ideally be addressed through appropriate community-level interventions. Three categories of resources were considered: material (familial economic stability); maternal (maternal psychological functioning; maternal social support); and, caregiving (the parent-child relationship; quality of the caregiver - co-caregiver relationship). Participants included women who self-identified as HIV-infected or non-infected and who were the biological mother of a child aged 11-16. Results indicated that there were no psychosocial adjustment differences between the two groups of children. The lack of differences suggests that in the context of the constellation of stressors Black South African children face, maternal HIV-infection may not serve as a unique stressor for psychosocial adjustment difficulties. However, the lack of differences should not be construed to mean that a child whose mother is HIV-infected is not affected his/her mother's diagnosis. Maternal HIV-infection is a complex phenomenon that warrants further study among Black South African children. The results did not illuminate any resources that were particularly salient to the children of HIV-infected mothers; rather, variables salient to all children were identified, notably economic stability, maternal depression, family social support, the parent-child relationship, and conflict in the mother- co-caregiver relationship. Given the overall risk present in the lives of Black South African children beyond maternal HIV-infection, it appears important to address the needs of all children. This study provides important information about individual and family-level variables that could be emphasized in family interventions with the population as a whole.