This self-report study investigated 274 pre-service teachers' attitudes toward students with learning and behavioural difficulties (LBD) and the factors that predict their attitudes. Using four scenarios describing students with LBD, we investigated the degree to which pre-service teachers' open-minded thinking dispositions, readiness to learn about students with LBD, beliefs about the role of regular classroom teachers in providing for these students, and emotions in relation to dealing with these students' difficulties predict their likelihood of engaging in punitive reactions (e.g., giving a timeout) and planned behaviours (e.g., adapting instruction). Teachers with more open-minded thinking dispositions and readiness to learn about students with LBD reported a higher likelihood of adapting instruction. Pre-service teachers' negative emotions partially mediated the relationship between their beliefs and punitive reactions and fully mediated the relationship between their open-minded thinking dispositions and punitive reactions. (Contains 5 tables and 1 figure.)