This article describes emotional distress in 44 women with Human Immunodeficiency Virus (HIV) symptomatic disease. Measures of self-reported symptoms of anxiety and depression revealed that emotional distress was prevalent in this group and may be sufficiently robust to warrant clinical diagnoses. Limits to functioning and disruptions in physical well-being were found to be associated with both anxiety and depression. Additionally, level of optimism was inversely related to anxiety and depression, and social support was inversely related to anxiety. These findings indicate that emotional distress in women with HIV disease is associated with, and could be ameliorated by, interventions targeted at functional status, social support, and level of optimism.