The Rey Auditory-Verbal Learning Test (AVLT) was administered to 30 inmates from three United States Federal corrections facilities. Fifteen were HIV seropositive and carried a diagnosis of AIDS; 15 were seronegative controls. The groups were comparable in age, education, sex, estimated premorbid IQ, and ethnic make-up. Both groups learned across trials, and produced similar acquisition curves. They also showed equivalent registration, but controls performed significantly better than subjects with AIDS on AVLT Trials II, IV, V, Recognition, and sum of I through V. AIDS subjects made significantly more intrusion errors than controls, suggesting that seropositive inmates performed more poorly, at least in part, because they experienced difficulty discriminating relevant from irrelevant responses during recall. Evaluation of serial position effects suggested that AIDS subjects experienced recall problems only with the middle segment of the word list. This finding may be unique to persons with AIDS and is consistent with the view that distinct clinical groups produce different recall patterns.