The effect of psychological resistance on AIDS counselling is explored both theoretically and practically. The theoretical implications of differing cognitive paradigms on HIV counselling emphasizes the need for health professionals to adopt and model a "risk behavior" as opposed to a "risk group" or "phobic" paradigm of AIDS virus transmission.Practical issues affecting the level of resistance were then explored chronologically. Pre-test resistance may manifest as reluctance to seek testing. Factors influencing pre-test resistance included type of testing available, degree of confidentiality, and general resistance common in all areas of medical testing. Resistance at a test site is commonly resistance specifically to counselling. Such resistance was examined and a Rational Emotive Therapy model (RET) for managing resistance outlined. Resistance following testing examines clients’ failure to engage in safer sex and safer needle practices, and the issue of subsequent referral. Finally resistance in the counsellor and as a process between counsellor and client was addressed.