HIV/AIDS is having a devastating effect on families in SA today and children are paying a heavy price: they are experiencing multiple losses as their circles of care break down. These children are highly traumatized by the loss of parents - many of them witness the physical deterioration, even the actual deaths. Ordinarily, children’s natural bonds with their parents provide them with their personal, social & cultural identity. After the trauma of death many children face severe emotional instability; the risks include withdrawal, destructive behaviour, learning difficulties & depression. A solution showing significant positive results in increasing resilience in affected children is engaging the children in a memory work programme. A Memory Box workshop develops the children’s psychosocial well-being, essential for their survival. Also, the children whose needs have been met can help by providing emotional support to siblings & peers; they will also take part in other activities encouraging them to realise their full potential. The essence of memory work rests on the idea that it is good for the child to know his family story, however painful, on condition that this history is recounted in a warm, non-judgmental setting. They access this knowledge through memory & for the grieving process to unfold in a meaningful way the children’s perceptions & feelings need to be validated by supporting adults. The main aim of this intervention is to provide AIDS orphans with life skills that enhance their resilience so they cope better in life. A 5-day Memory Box workshop will be held in the school holidays following funds being received; 15 children will participate under the supervision of 2 qualified staff. Transport will be provided to & from their homes to a community hall where the workshop is held. All materials, memory boxes, Duduza dolls, photos & 2 meals/day will be provided. The children are identified by our Children’s Team, Social Work Dept & ICHC teams.