This report describes a mid-course process evaluation of an HIV risk-reduction counseling intervention delivered by specially trained peer paraprofessionals. One of the key questions addressed is whether paraprofessionals can successfully implement a theory-based counseling intervention. The project, known as Project CARES, is a 5-year demonstration research project to prevent HIV infection and unplanned pregnancies in women at risk for HIV infection and transmission who were recruited from homeless shelters, drug treatment facilities, and hospital-based service settings for HIV-infected women. Project CARES uses an enhanced counseling intervention based on the Transtheoretical Model, also known as the Stages of Change model, to promote condom and other contraceptive use for women who wish to avoid pregnancy, condom use for disease prevention, and reproductive health service use. Peer paraprofessionals, called advocates, provide stage-tailored counseling using a structured manual which guides them in the selection of specific counseling activities appropriate to a woman's level of readiness to change her behavior. Data from process evaluation forms completed by advocates in Philadelphia and Baltimore document that the delivery of the intervention is consistent with the theoretical model upon which it was based. Paraprofessionals can become skilled in the delivery of a stage-based counseling intervention in health and social service settings. The use of paraprofessionals in HIV prevention service delivery may be a cost-effective way to enhance and extend services for women.