The purpose of this investigation was to determine the needs and problems of exceptional middle school students as well as their perceptions of guidance services. Participants in the study were 229 educable mentally-retarded (EMR) and 245 gifted (GIF) students in six Alachua County (Florida) middle schools. The racial distribution of the students was 83 percent black in the EMR classes and 4 percent black in the GIF classes. Four of the schools had two counselors each and two schools had one counselor each. Three evaluation instruments were administered to the students: the Modified Mooney Problem Check List, to assess students' guidance needs; the Piers-Harris Children's Self-Concept Scale; and the Counseling Service Questionnaire, to ascertain the number of counselor contacts, the problems viewed as appropriate for discussion with a counselor, and perceived counselor attributes. EMR students reported at least twice as many problems as did GIF students. GIF students had significantly higher self-concept scores than did EMR students; however, students from both groups who reported a high number of guidance needs were almost identical in self-concept. The more problems a student reported, the lower the self-concept, and vice versa. (Author/MLF)