The purposes of this study were (a) to evaluate differences in arithmetic word problem solving between high and low at-risk students for mathematics difficulties (MD) and (b) to assess the influence of attention, behavior, reading, and socio-economic status (SES) in predicting the word problem solving performance of third-grade students with MD. Participants ("n" = 127) were assessed on arithmetic word problem solving, as well as on reading. In addition, we collected teacher ratings of attention and behavioral strengths. One-way analysis of variance indicated significant differences between high at-risk and low at-risk students on word problem solving skill. The unique predictors of word problem solving skill were attention, reading, and SES; behavior was not a significant predictor. (Contains 2 tables.)