The paper suggests that a cognitive or psychoeducational perspective is valuable in counseling mentally retarded individuals. Psychoeducational considerations in pretreatment assessment, with an emphasis on process rather than product, are noted; and it is explained that counseling of mentally retarded persons can be enhanced through the use of techniques to maximize learning efficiency. Cognitive foundations of therapeutic communication are discussed, and suggestions are offered from research on attention, input organization, and memory and recall. A learning perspective focuses on effects of client expectations and motivation, factors influencing the acquisition of behaviors, and metacognitive treatment strategies. Difficulties in measuring counseling outcomes with the mentally retarded are described, and the value of objectively rated criterion referenced tests based on behaviorally-anchored constructs most applicable to the mentally retarded is considered. (CL)