This paper examines HIV risk behavior among HIV-uninfected adults living with people taking antiretroviral therapy (ART) in Uganda. A prospective cohort of 455 HIV-uninfected non-spousal household members of ART patients receiving home-based AIDS care was enrolled. Sexual behavior, HIV risk perceptions, AIDS-related anxiety, and the perception that AIDS is curable were assessed at baseline, 6, 12 and 24 months. Generalized linear mixture models were used to model risk behavior over time and to identify behavioral correlates. Overall, risky sex decreased from 29% at baseline to 15% at 24-months. Among women, risky sex decreased from 31% at baseline to 10% at 6 months and 15% at 24 months. Among men, risky sex decreased from 30% at baseline to 8% at 6 months and 13% at 24 months. Perceiving HIV/AIDS as curable and lower AIDS-related anxiety were independently associated with risky sex. No evidence of behavioral disinhibition was observed. Concerns regarding behavioral disinhibition should not slow down efforts to increase ART access in Africa.