This longitudinal study examines the effect of sons' incarceration on their mothers' psychological distress. Interviews were conducted over the life course with a community cohort of African American mothers who had children in first grade in 1966-1967 when the study began ("N"=615). Thirty years later, their sons had significant rates of incarceration (22.4%). Structural equation modeling showed that the more recent the incarceration, the greater the mothers' psychological distress, even controlling for earlier socioeconomic status and psychological well-being. Financial difficulties and greater burden of grandparenting are associated with having a son incarcerated and they mediate the relationship between the incarceration and a mother's psychological distress. Results suggest that incarceration has important effects on family members' well-being.