This article investigates the ways in which two rural Adult Basic Education and Training (ABET) Centres in the Limpopo Province address the challenges of HIV/AIDS. Theories of social capital are used to explain the different responses of the Centres. The communities surrounding both Centres face similar structural problems of poverty, unemployment, migrancy, gender inequality, poor health and low levels of education. In one Centre, educators and learners denied that HIV/AIDS was a serious issue. They had no confidence in the public health service, and no access to information or networks which support HIV/AIDS work. In this centre, no efforts were made by educators or officials to integrate HIV/AIDS in the ABET curriculum. In the second Centre, situated closer to town, the educator responsible for Life Orientation had engaged learners in a variety of social networks which directly or indirectly addressed AIDS. These networks increased the exchange of information among learners, and facilitated collective goals. The paper concludes that developing the social capital of ABET officials, educators and learners plays an important part in efforts to build the capacity of ABET Centres to respond positively to the challenges of HIV/AIDS.