This study investigated cumulative vulnerability/protection models of individual-level factors (child's attachment relationship and sense of coherence-SOC) and family-level factors (mothers' emotional resources), as explaining differences in socio-emotional and behavioral adjustment among children with learning disabilities (LD) or typical development, age 8-12. Participants included 205 mother-child dyads (107 LD, 98 typical). Preliminary analyses indicated significant group differences on all but one child measure. SEM analysis revealed high fit between the theoretical model and empirical findings. Model components interrelated differently for the two populations. Outcomes accentuated the potentially meaningful role of mothers' affect and attachment for children's adjustment and children's mediating variables. Findings also highlighted children's attachment and SOC as mediating associations between maternal emotional resources and children's well-adjusted functioning.