Couples confronted with HIV infection face significant challenges. Little is known about the impact of HIV on heterosexual couples who account for the vast majority of cases worldwide and an increasing proportion of cases in the USA, especially among women. In this study, analysis of data collected on HIV-discordant couples participating in a ten-week support group revealed four major groups of issues: (1) dealing with the emotional and sexual impact on the relationship; (2) confronting reproductive decisions; (3) planning for the future of children and the surviving partner; and (4) disclosure of the HIV infection to friends and family. These findings have implications for the design of interventions to enhance adaptation to HIV for discordant couples.