We examined attitudinal and demographic correlates of antiretroviral acceptance and adherence among incarcerated HIV-infected women. Structured interviews were conducted with 102 HIV-infected female prisoners eligible for antiretroviral therapy. Three quarters of the women were currently taking antiretroviral agents, of whom 62% were adherent to therapy. Satisfaction was very high with the HIV care offered at the prison; 67% had been first offered antiretroviral agents while in prison. Univariate and multivariate analyses showed acceptance of the first offer of antiretroviral therapy to be associated with trust in medication safety, lower educational level, and non-black race. Current acceptance of therapy was associated with trust in the medication's efficacy and safety. Medication adherence was correlated with the patient-physician relationship and presence of emotional supports. Nearly one half of these HIV-seropositive women were willing to take experimental HIV medications in prison. This was correlated with satisfaction with existing health care, the presence of HIV-related social supports, and perceived susceptibility to a worsening condition. Acceptance and adherence with antiretroviral agents appear to be significantly associated with trust in medications, trust in the health care system, and interpersonal relationships with physicians and peers. Development of models of care that encourage and support such relationships is essential for improving adherence to antiretroviral therapy, especially for populations that have historically been marginalized from mainstream medical care systems.