Innovation: We are the first to develop Speed of Processing Training and use it with older adults and those with HIV. This non-pharmacological intervention improves the rate at which normal, community-dwelling older adults process information and has been shown to improve performance in driving, IADLs, and health-related quality of life several years after training. In prior studies, we demonstrated that after only 10 hours of Speed of Processing Training, this inexpensive intervention significantly improved speed of processing and IADLs in adults with HIV in the short-term. As part of the ACTIVE Study (N = 2,802), three types of cognitive training in 6 sites across the U.S. were compared: speed of processing, memory, and reasoning. NINR/NIA (January 14, 2014) announced that Speed of Processing Training used in the ACTIVE Study enabled "older people to maintain their cognitive abilities as they age," even 10 years after training. The ACTIVE Study also examined reasoning and memory training; however, Speed of Processing Training was uniquely found also to enhance tertiary outcomes: (1) protect against depression and (2) improve self-rated health, internal locus of control, and health-related quality of life. These tertiary/quality of life outcomes are essential areas in HIV that likewise require intervention. This RCT of 264 adults with HAND or borderline HAND will extend the ability to demonstrate that we cannot only improve speed of processing and everyday functioning in the short-term, but over a 2-year period.