This pilot study investigated characteristics of three groups of sixth, seventh, and eighth grade children (total N=15) in West Virginia: (1) gifted children with learning disabilities (LDG), (2) gifted children without learning disabilities, (3) non-gifted children with learning disabilities (LD). Subjects were assessed on measures of higher congnitive processes (Raven's Progressive Matrices), creativity (Torrance Tests of Creative Thinking), divergent feeling (Exercise in Divergent Feeling), and motivation (Scales for Rating the Behavioral Characteristics of Superior Students). On all measures, the LDG group resembled the gifted group more than they did the learning disabled group. Differences were statistically significant between gifted and LD and between LDG and LD groups on all cognitive characteristics except deductive reasoning and verbal creativity. On several cognitive tests, tests of divergent feelings, and motivation, the average mean of the LDG group exceeded that of the gifted group. Differences among all groups on deductive reasoning, divergent feelings, figural creativity, and motivation, however, were not significant. (19 references) (DB)