By the end of 2002, over 2 million adults were incarcerated in the US, and 93% of those were men. African Americans and Latinos were incarcerated at greater rates than Whites in the US, 7.6 times greater for African Americans and 2.6 times greater for Latinos. Nearly 40% of incarcerated men were under the age of 30. Young men of color are at high risk of incarceration and the health problems related to incarceration. These young men also are our neighbors, frequently passing in and out of jail and prison and returning back to the community. Men who are incarcerated have disproportionate rates of HIV, sexually transmitted diseases (STDs) and hepatitis. Rates of HIV are 8-10 times higher for incarcerated persons than for the general US population; hepatitis C rates are 9-10 times higher, and STD rates among men entering jails are as high as 35%. Men leaving prison face numerous challenges that may impede their ability to protect themselves against these diseases. Men often must re-establish relationships, find employment and housing and deal with addictions and mental health issues. Prisons present a unique opportunity for HIV/STD education and skills building to help men avoid risk after their release from prison.