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Children of HIV-infected mothers have more psychosocial adjustment difficulties than do those of noninfected mothers. In this study, child psychosocial adjustment in children of HIV-infected women is examined across the three stages of HIV-infected: asymptomatic, symptomatic and AIDS. Participants were 99 HIV-infected women and 148 noninfected women. Children were not identified as being HIV infected. Mother and child reports of behavioral difficulties are compared, and competing hypotheses about mother report of child behavior difficulties are tested. Results indicate an ascending linear trend for child report of internalizing and externalizing difficulties from the noninfected stage through increasingly severe stages of HIV-infection. According to mother report, child externalizing and internalizing difficulties are nonlinear, as mothers report an increase through the infected symptomatic stage, then a decrease in the AIDS stage. Implications for assessment, prevention and intervention in families with maternal HIV infection are discussed.