This study presents the results of a needs assessment survey conducted with 66 incarcerated women in a large Philadelphia county jail during the winter of 1993. Results indicated that prior to incarceration, these women engaged in very high risk sexual and drug use behaviors, and had experienced a myriad of other problems that may contribute to their risk for HIV infection. Of the 66 women who participated in the study, over three-fourths had used crack cocaine, nearly one-half had traded sex for drugs and money in the six months prior to incarceration, one-third reported a prior history of injection drug use, and one-half report sexual contact with a male partner who injected drugs. In addition, one-fourth of the study sample had been homeless during the year prior to incarceration, one-half reported a prior history of sexual abuse, three-fourths had been physically beaten by a boyfriend or spouse, and nearly one-half had a prior history of syphilis. Although limited in scope, the results of the study have important implications for developing relevant jail-based HIV risk reduction programs for women. The results provide strong evidence for the need for interventions that address not only the HIV-related risk behaviors of incarcerated women, but also the underlying social problems that contribute to their risk of HIV infection.