This paper explores the nature of the HIV/AIDS epidemic in Cambodia, its impact on the country’s development and its effect on the 40 percent of Cambodians who live below the poverty line. It views AIDS within a wider health context, and explores the socio-economic factors that underlie both the epidemic’s development and the shape of the country’s response. Finally, it examines Cambodia’s options going forward, arguing that future responses will be needed along three tracks – those specific to AIDS; those specific to health; and those with a broad development focus.