This article explores the factor structure and concurrent validity of the Prison Adjustment Questionnaire with a cohort of 777 maximum-security female inmates. Results suggest a two-factor solution of a Distress factor and a Conflict factor, both of which demonstrate good concurrent validity using the Brief Symptom Inventory (BSI) Global Severity Score, institutional misconduct, security level, and self-report violence. Regression analyses indicate scores on the Distress factor were predicted by the BSI Anxiety Scale, having children, not being of minority status, and prior incarceration. Scores on the Conflict factor were predicted by BSI Hostility, BSI Phobic Anxiety, presence of a personality disorder, being married, being the victim of threats and physical assaults, time served, and being incarcerated for a violent crime.A s the number of incarcerated women increases across both state and federal institutions (Bureau of Justice Statistics, 1999), interest in measuring how women adjust to this unique living environment 624