This study examined the role of family functioning and social support in protecting HIV-positive African American women from the adverse psychological consequences associated with deterioration in their CD4 cell count. Participants were 38 African American HIV-positive women who had recently given birth. Results demonstrated that changes in CD4 cell counts were inversely predictive of psychological distress and were moderated by family functioning and social support satisfaction. Women with good family functioning were less affected by changes in their CD4 cell counts, and women with poor family functioning were more emotionally responsive to changes in CD4 cell count. Unexpectedly, women from families where conflicts tended to be clearly laid out and discussed were also more responsive to both changes in CD4 cell counts. Interventions are recommended that increase a client's social support satisfaction, foster an adaptive level of connectedness to family, and enhance the family's range of conflict resolution styles.