We examined a model of stress and coping in 749 African-American women at risk for HIV infection. Women in the sample were either homeless, intravenous drug users (IVDUs) sexual partners of IVDUs, or prostitutes. A model was hypothesized based on stress and coping theory and research. Antecedents studied were personal resources, specifically self-esteem and available support. Mediators were threat appraisal and coping efforts. Outcomes studied were emotional distress and HIV risk behaviors. Structural equation modeling techniques were used to test hypothesized pathways between these variables. Forty-five percent of the variance in emotional distress in these women was explained by the model with self-esteem and avoidant coping the strongest predictors. Ten percent of the variance in risk behavior was explained by the model with emotional distress the strongest predictor. Direct and indirect pathways predicting risk behavior and distress are discussed. Implications of results for intervention and theory building are considered. © 1993, Taylor & Francis Group, LLC. All rights reserved.