The purpose of the present study was to examine the presence of helplessness in students with learning difficulties (LD), and evaluate the role of goal orientations as antecedents of helplessness, negative affect, and psychopathology. Following induction of failure, results suggested that students with LD displayed increased negative affectivity, lower positive affectivity, lower self-esteem and hopelessness, compared to typical students. Mastery orientation was a positive indicator of academic growth and a negative predictor of helplessness and the opposite was true for performance avoidance orientation. A performance-approach orientation did not contribute significantly to academic achievement but was consistently a negative predictor of attributes of helplessness.