The relationship between being a victim of domestic violence and maternal report of child behavior problems is well documented. The effects of maternal“witnessing violence” and child behavior, however, has not yet been evaluated. In a sample of 97 inner-city women (75.2% African-American) who are part of a study of the developmental outcome of their children, with and without in utero cocaine exposure, the Exposure to Violence Interview(EVI-measures maternal direct witnessing punching, stabbing, shooting etc.), the Center for Epidemiological Studies Depression Scale (CES-D) and the Achenbach Children's Behavior Checklist (CBCL) for 2-3 year olds, were administered to mothers when their children were 24 months. 10.0% of the mothers had witnessed violence (+WV) in the last 12 months by report on the EVI. Women who were victims of violence were excluded (n=5). The group who witnessed violence did not differ significantly in terms of ethnicity, parity, gender of child, marijuana and cocaine use during pregnancy (self-report and biological markers), number of days they drank alcohol during the pregnancy(self-report), birthweight of child (Z-score), educational level of mother, average daily cigarette use during pregnancy (self-report), or Hobel pre-partum risk score, compared to those who did not witness violence (-WV). They did differ significantly on self-reported alcohol use in the past 30 days prior to delivery of the child (67% +WV were non-drinkers compared to 74%-WV; p=0.003) and maternal age at delivery (23.5 yr. for +WV, 26.2 yr. for -WV, p=0.002). Since these two latter variables were not associated with the outcome variable (CBCL Total score), they were excluded from the analyses. A multivariate analysis, controlling for cocaine use during pregnancy and CES-D, showed a significant relationship between maternal +WV and increased behavior problems (total CBCL increase of 5.8 points with p=0.04) While these findings need to be replicated, violence that mothers are exposed to may affect their parenting practices and/or perceptions of their children's behavior. Intervention programs for high risk families must address witnesses of violence as well as the victims.