Rates of mental health problems in mothers and children in families affected by maternal HIV as compared to those not affected by maternal HIV but living in similar inner-city, low-SES, primarily ethnic-minority neighborhoods were examined. In addition, correspondence between mother and child mental health was explored. Interviews were conducted with 220 mother/child dyads regarding symptoms of depression and anxiety. Participants included HIV-negative early adolescents (ages 10 through 14 years) and their mothers, approximately half of whom were HIV-positive. Overall, mothers with HIV exhibited more depressive symptomatology than uninfected mothers. There were no significant differences, however, in depressive symptomatology between children of mothers who were HIV-positive and children of mothers who were HIV-negative. Among families directly affected by HIV, mothers who disclosed their status to their children endorsed greater depressive symptomatology than those who did not disclose and children who had been disclosed to were more likely to score in the clinically depressed range on the Child Depression Inventory than those who did not know. Latina mothers and their children were at increased risk for both depression and anxiety symptoms, particularly in families where the mother was not born in the United States. The results corroborate previous findings with HIV-infected women that highlight the mental health needs of HIV-infected mothers and their children, particularly children that know their mothers' status. (Contains 7 tables.)