Present and immediately foreseeable medical knowledge suggest that HIV infection cannot be avoided by vaccination and that an affordable cure for the resulting syndrome, AIDS, is a long way off. There is a strong possibility that Ukraine is confronted by an HIV epidemic which will spread into the general population and that the most common mode of transmission will be through heterosexual intercourse. The epidemic in the Ukraine is currently concentrated among intravenous drug users. It is estimated that between 60,000 and 180,000 people may currently be infected. In present economic and social circumstances there are many features of Ukrainian society that may add to the probability of the epidemic becoming widespread in the general population. It is likely that this process may have already commenced. The result of this will be numerous additional deaths and illness over the short (5 year) (19,000-23,000 deaths), medium (10-15 year) (61,000-111,000), and longer terms (>20 year) (in excess of 40,000-160,000 deaths). The research reported here was undertaken in 1997-8 and describes the potential medium to long term social and economic impact of an HIV/AIDS epidemic in Ukraine. Using the concepts of risk environment, susceptibility and vulnerability, it reports the problems which might be expected to develop in relation to care of excess orphans, the elderly, vulnerable households and regions as well as among those working in the "third sector", a social sector upon which exponents of the importance of developing sound "civil society" in "transitional economies" place heavy emphasis.