Despite ongoing concern about the well-being of HIV-seronegative children living in urban poverty with a seropositive mother, very little is known about this expanding population of children. In this cross-sectional study, the psychosocial adjustment of 60 ethnic minority children 11 to 16 years of age who were living with an HIV-seropositive mother was compared with that of 108 children attending public school in the same community. Results of three multivariate analyses of covariance indicated that, after allowance for differences associated with age, gender, ethnicity, and family structure, the HIV-affected group confirmed (a) greater disturbance in the parent–child relationship, (b) less social support, and (c) greater disturbance in psychological functioning. Secondary analysis of the multivariate findings indicated that the differences were characterized primarily by (a) perception of more indifference and hostility in the mother–child relationship, (b) perception of less social support available from parents, friends, and teachers, and (c) less self-esteem. The findings suggest that HIV infection and concurrent problems may compromise parent–child relationships and perception of social support in ways that leave older, seronegative children living with an infected mother at risk for psychological disturbance.