The PeerCARE (Community Assistant in REtention) Study is a community-based, randomized, controlled trial of a peer intervention to improve engagement in prevention and care services among people living with HIV who are not yet on antiretroviral therapy in Rakai, Uganda. Key quantitative outcomes include time to initiation of antiretroviral therapy, uptake of preventive care interventions, and impact on sexual behaviors. Qualitative research is necessary to expand upon and clarify the quantitative findings from this study. We propose to conduct a qualitative evaluation to identify and understand the underlying processes of the PeerCARE intervention through in-depth interviews, participant observation, and focus groups with various stakeholders (patients, peers, and clinic staff). This evaluation will help provide an understanding of contextual factors that might inhibit or enable successful outcomes of this peer intervention. Additionally, qualitative findings may contribute to an understanding of the quantitative outcomes of this pragmatically oriented, complex intervention trial. Our conceptual model for this evaluation draws on a situated-Information Motivation Behavioral Skills Model [1]. It is our hypothesis that the information, motivation, and health behavioral skills imparted by the Peers will lead to improved retention in care, increased use of the basic care package (BCP), decreased risky sexual behaviors, and earlier ART initiation, and that these changes in behavior will ultimately lead to improved HIV/AIDS care and prevention outcomes. Data from in-depth interviews and focus groups will be transcribed verbatim, and Atlas.ti software will be used to code and synthesize themes. Research findings will be used to inform future PeerCARE interventions. Data will also be used to write a masters thesis to fulfill the graduation requirements for the Department of International Health.