A general plan is recommended for counselor intervention to help the incarcerated individual with HIV disease and chemical dependency face the multiplicity of issues that arise as a function of imprisonment, medical status, and chemical use history. An initial focus on education provides the opportunity for the counselor to establish his/her expertise, express warmth and a and nonjudgmental perspective, and set the stage for subsequent interventions of social and emotional support. Individuals who receive counseling during incarceration may experience reduced distress and improved health simply as a function of social support. It is important for the counselor to be consistent and available within the limitations imposed by the correctional facility and to monitor one's expectations about the outcome of counseling with this population. Linkages between community-based AIDS service organizations and the prison facilitates continuity of care in the community should incarcerated clients be released. A case study is included. 21 references