AIDS continues to be a serious public health issue as it changes from an acute disease to a more chronic illness. This study builds upon previous research and examines the background characteristics, risk factors, and protective factors related to negative and positive mental health outcomes among gay men living with AIDS. By relying on stress and coping models, the primary focus in previous AIDS mental health research has been on how individual characteristics and coping processes interact with stress and result in burden and distress. Resilience as a conceptual framework is relevant to understanding how a person's capabilities can buffer them from the disruptions of excessive demands (Walsh, 1996, 1998, 2002). Resilience is defined here as the behavioral patterns, functional competence and cultural capacities that individuals, families and communities utilize under adverse circumstances, and the ability to integrate adversity as a catalyst for growth and development. As noted by Ryff, Keyes, & Hughes (2003), some individuals are resilient because of adversity, not despite adversity. Thus, a resilience conceptual approach is applicable for examining mental health-related processes and outcomes within historically disadvantaged communities such as among gay men living with AIDS. In this conceptual model four factors are salient: 1) Background characteristics; 2) Risk factors; 3) Protective factors; and, 4) Mental health outcomes. The data used in this research was collected from 158 gay men with an AIDS diagnosis, living in the large urban area. The sample was recruited using multiple sites in order to minimize selection biases. Face-to-face interviews were conducted by graduate students in the social and behavioral sciences with experience working with HIV/AIDS populations. This study found high variation in mental health outcomes among gay men living with AIDS. Significant risk factors for depression included poor health, high levels of functional impairment and cognitive impairment, conflict, discrimination and problems with alcohol or drug use. Increased levels of optimism, empowerment, social support, and satisfaction with care providers emerged as significant protective factors; the model predicted 62% of the variance in depression. Factors predicting well-being included education, income, health status, functional impairment, conflict, discrimination, optimism, empowerment, social support, and spiritual orientation. The model predicted 30% of the variance in psychological well-being. Last, the model predicted 34% of the variance in stress-related growth. Discrimination, empowerment, spiritual orientation, advocacy and extent of care received emerged as significant predictors of stress-related growth. These findings suggest that living with AIDS and HIV entail more than stress and distress and that there are significant variations in mental health outcomes. Many persons living with AIDS demonstrated high levels of psychological well-being despite adverse life circumstances. Building upon this research, future studies needs to consider the resilience of persons living with AIDS as well as the role of risk and protective factors at the personal, cultural and community levels. Such information is necessary to design culturally appropriate community-based interventions to support persons living with HIV and AIDS and their loved ones.