Little is known about the impact of maternal disclosure of HIV-positive serostatus on young children. The objective of this study was to explore this topic, utilizing in-depth qualitative interviews. Qualitative interviews were conducted with 47 mothers who had disclosed to their young, well child, and with the children. The most prevalent child response was anxiety, primarily focused on the mother's health and fear of her death. A number of children also worried about other people finding out, and seemed aware of the stigma surrounding HIV. For most children anxiety decreased over time, although for a small number it sustained and became maladaptive. The majority of children appeared to adjust well to maternal disclosure. Mothers who are planning to disclose their serostatus to their young children should be encouraged to plan for appropriate psychosocial follow-up following the disclosure, with special focus on the stigma associated with HIV.