The number of women incarcerated in correctional facilities has tripled over the past decade, yet little attention has been paid to the special issues that women inmates bring to correctional settings. One of the issues of particular importance is the fact that the majority of inmates are mothers of children under the age of eighteen. While previous research has reported racial and ethnic differences in where children live while their mothers are in prison, there has been no investigation that examined factors related to these differences. This research, conducted at a women\u27s prison in the Northeastern United States, examines the sources of the patterns and how women manage motherhood while they are incarcerated. Strategies used to manage motherhood in the correctional setting, including demonstrating fitness, negotiating ownership of children, managing and arranging child care and balancing identities as mothers, criminals and addicts surfaced in interviews and in observational work.^ A number of dimensions that were believed to affect the management of motherhood including race and ethnicity, paths to prison, age of children, previous incarcerations and length of sentences were examined to understand how women manage motherhood while incarcerated. Inmates\u27 previous mother-work and relationships as mothers of children had significant effects on the development of mother career trajectories. These mother trajectories have implications for policy and program development related to women in conflict with the law and their children.