Children with incarcerated mothers are at high risk for developing problem behaviors. Fifty children (6-12 years; 62% girls) participated in summer camps, along with adult mentors. Regression analyses of child and adult measures of child's emotion self-regulation and callous-unemotional traits, and a child measure of moral emotions, showed that poor emotion regulation, along with low levels of guilt and high levels of shame, predicted children's externalizing behaviors, while only low levels of guilt predicted a unique subset of child characteristics called callous-unemotional traits. Children who experienced healthy guilt for misdeeds were better able to control their behavior. Adults noted the ability of children with callous/unemotional traits to manage and regulate their emotions, while poor emotion regulation was more predictive of the cluster of externalizing problems. Discussion focuses on prevention efforts aimed at teaching emotion self-regulation and the implications of the high levels of callous-unemotional traits in this population of children. (Contains 5 tables.)