Behavioural and emotional problems occur more frequently in children with learning problems than in a cross-section of the general population, both at home and at school. While behaviour problems reportedly are a key obstructive factor impeding inclusive education, children with both behavioural and learning disabilities carry a high risk of social exclusion and school dropout when they are in mainstream environments. Meta-analyses indicated only a moderate impact of social skills training. To see what kind of intervention programme would be effective in modifying cognitive as well as socio-emotional behaviour and at the same time focusing on contextual interaction and intervention, a pilot study has been carried out in Belgium with 11-13-year-old students with learning disability and behaviour problems in special schools. A total of 24 children in the experimental group were matched against a control group of 24. Children in the experimental group, after having received 14 lessons of FIE (Feuerstein's Instrumental Enrichment Programme), showed a marked increase in some cognitive functions (hypothetical thinking, perception and understanding of humour) but not in others. A significant effect on socio-emotional behaviour could not be shown quantitatively, but was evident from qualitative interviewing. The mediating attitude of the teachers was a key influencing factor in producing lasting changes. Programmes such as FIE, provided they address children as well as teachers in a comprehensive way, focusing on cognitive as well as socio-emotional behavioural changes, may become powerful instruments to help children as well as teachers in a highly differentiated inclusive school environment.