The study delineated depressive symptoms and modeled emotional distress in persons living with HIV disease in nonmetropolitan areas of 13 U.S. states. Participants (N=329) were enrolled in a randomized clinical trial of a telephone-delivered, coping improvement group intervention, and 60% reported moderate or severe levels of depressive symptomatology on the Beck Depression Inventory. Structural equation modeling indicated that participants who experienced more severe HIV symptomatology, received less social support, and engaged in more avoidant coping also experienced more emotional distress (a latent construct comprising depressive symptoms and emotional well-being). Greater HIV-related stigma and rejection by family led to more emotional distress, with social support and avoidant coping mediating almost entirely the effects of the former 2 variables. The model accounted for 72% of the variance in emotional distress in nonmetropolitan persons living with HIV disease.