This paper examines the experiences of children affected by HIV/AIDS in three provinces of South Africa: Eastern Cape, Western Cape, and KwaZulu-Natal.. By combining the findings of two different studies, the paper analyzes the conditions of children at different stages of impact. It looks at the conditions of vulnerable children living in households with HIV positive members; children at risk of becoming orphans (i.e. children living with HIV positive primary caregivers); and children orphaned after their biological parents have passed away. Using primarily in-depth interviews and observations, the paper contributes toward filling two knowledge gaps—one on children vulnerable to becoming orphans and another on those already orphaned. In Western and Eastern Cape, we interviewed nineteen HIV positive mothers and primary care givers to investigate strategies employed by families in response to HIV/AIDS stresses, focusing on children and examining how parents plan for the future security of their children. Our results emphasize the role of already established patterns of childcare arrangements as primary safety nets in the context of AIDS in South Africa. Children are intimately involved with providing care, support and assistance in treatment to HIV mothers and younger siblings. Our evidence\ndemonstrates the positive impacts of disclosure of HIV status to children and the ability of children to get involved in the care giving and support of their mothers. We conclude that if we are to ensure the future well-being of children, we must first recognize the roles and\nresponsibilities that children are already shouldering and then empower them through a variety of appropriate polices and programs before they enter orphanhood. For mothers who are aware of their HIV positive status, making plans for their children represented a chance to take part in the future growth and development of their children. HIV positive mothers are actively planning for the future of their children, within their limited resources. The plans ranged from organizing future care giving arrangements to preparing wills for inheritance. While many of the women in our study emphasized the desire to save for things like the future educational requirements of their children, meager earnings made this rarely possible. In order to strengthen the roles of mothers, we must understand the dynamics of planning, the challenges HIV positive women face in parenting and the strategies they are utilizing in order to secure their children’s future This paper calls for inclusion of parents in the future policy and planning surrounding the issue of OVCs in South Africa In KwaZulu-Natal, ethnographic research methods were used in 6 localities, with repeated visits, interviewing and observation of 18 households fostering orphans, as well as key informant interviews with individuals involved with community-level interventions to support orphans. The paper also draws on a survey dataset of 1,428 households across KwaZulu-Natal. The qualitative research found that processes of fostering children orphaned by AIDS have articulated with historical patterns of mobility, and with notions of African culture and obligations related to lineage patterns. Family structures are thus far largely coping with the care of orphans, though under the strain of poverty. We found divergence from idealized protocols of patrilineal responsibility because terminally ill mothers are often cared for by their families and children remain in the same household after their mother’s death; and because many children do not maintain links with their fathers and/or fathers’ relatives. Few conflicts were found around decisions to take in children, although where they occurred they were related to tensions between the patrilocal residence ideal and the matrilocal status quo; or to efforts to obtain the deceased’s property or access to social grants. The main fostering parents are relatives, primarily grandparents and aunts and uncles. People express a strong ideal of African cultural norms that require that orphans be treated the same as the children of the fostering relatives, and observations largely confirmed this—though we also found cases of discrimination against orphans in some households. Survey data on 333 fostered children also show few differences between orphans and non-orphans in schooling-related indicators, which may be because children are fostered by mainly by close relatives. Key informant interviews suggest that childheaded\nhouseholds face particular problems and risks with respect to food and nutrition, schooling, health, violence, crime, discipline, teen pregnancy, and HIV/AIDS. There is a lack of specialized services to assist them. State grants provide a crucial social safety net for orphans, particularly the Old Age Pension and the Child Support Grant. The survey data show that about 30 percent of fostering households are receiving the Child Support Grant. However, fostering households have a higher likelihood of unsuccessful applications because the applicant was not able to be established as the primary care giver. Only a miniscule percentage of fostering households in the survey are receiving the FCG. The qualitative research found the main reasons for low uptake to be lack of knowledge and assistance with respect to the application process; concern over length of time involved, doubts about success of applications based on observations of widespread failure across one’s social networks; and anticipation or experiences of bureaucratic problems. Apart from grants, most forms of support for orphans were informal. Neighbors and friends help out, but these social networks are made up of poor people with little to share. Material forms of assistance include mainly cash or food donations, loans, clothing, school uniforms and school fees. Creative community-based initiatives included drop-in and community centers offering recreational activities, school performance monitoring, after-school feeding and take-home food, counseling, parenting skills, and assistance with grant applications. These interventions were few and ad-hoc, however, and mainly supported by local contributions, though some had government support. Given the size and rapid acceleration of the orphans crisis in South Africa as elsewhere on the continent, there is an urgent need for a systematic approach to the needs of orphans and fostering households. However, it is also important to find intervention designs that both target orphans and support other vulnerable children, so that policy is non-stigmatizing and fair to other poor children and households.