The present study investigated how maternal HIV and mediating family processes are associated with adolescent distress, substance use, and risky sexual behavior. Mother-adolescent (ages 12-21) dyads (N = 264) were recruited from neighborhoods where the HIV-affected families resided (161 had mothers with HIV). Mediating family processes were youth aggressive conflict style, maternal bonding, maternal role reversal expectations, and overall family functioning. Results of structural equation modeling indicated that youth aggressive conflict resolution style was strongly associated with adolescent distress, substance use, and risky sexual behavior. In HIV-affected families, youth less frequently reported using an aggressive conflict resolution style and more frequently reported positive maternal bonds; their mothers reported less positive family functioning than control families. Finally, maternal distress indirectly affected adolescent distress and risk behavior via youth aggressive conflict resolution style. (Contains 2 tables and 1 figure.)