This study is a collaboration between CAPS, including a former CAPS researcher at Brown University, and the California Prevention and Education Project (CAL-PEP) in Oakland, CA. This research team has conducted formative research regarding MSM who do not identify as gay/homosexual/same gender -loving, and have sex with women, a population that has been described as African American men who have sex on the “down low.” Following the formative research, the team developed a culturally appropriate multi-session behavioral intervention that is an adjunct to HIV counseling and testing. The development of the intervention was conducted in conjunction with a community advisory board that reviewed all parts of the intervention. Preliminary testing of the intervention’s efficacy, as well as recruitment and retention methods, is being examined in this study. Based on the preliminary results, Dr. Emily Arnold has successfully submitted a proposal to the California HIV Research Program, and willconduct a full-scale randomized controlled study of it. The intervention is called the “Bruthas Project.” SIgnificance Creating and rigorously testing effective HIV interventions for African American men is among the most urgent priorities for the public health community. Among those at highest risk for HIV are African American MSMW who do not identify as gay, and are sometimes referred to as “men on the down low (DL)” or “DL men.” This project offers an innovative, culturally appropriate, and feasible intervention for African American MSM/W, a population that is at increased risk for contracting and transmitting HIV, yet has had no interventions designed or tested for it to date.