Counselors of HIV-afflicted substance abusers not only must apply counseling strategies directed toward curbing drug use, but also are called upon to assess suicide risk, attend to the promotion of social support, treat adverse affective reactions, and respond to spiritual and existential concerns. The present study attempted to explore systematically the self-reported feelings, thoughts, and behaviors of counselors as they confront such demands. All counselors reported experiencing increased stress as a result of working with HIV-afflicted clients, and cognitive distortions were sometimes noted in counselor responses. However, more generally, thoughts seemed clearly formulated, and planned behaviors appeared directed toward rendering the best treatment possible.