This study compared the stress, social support, and adjustment of 40 students with learning problems due to learning disabilities or mild mental retardation, and 396 general education students without learning problems, in middle school. Examined were: stressors related to academics, peers, and problems with teacher/rules and overall felt stress; social support from family, other adults, and peers; and adjustment, including feelings about self and liking school. The relation between stress, social support, and adjustment also was explored. Results showed that students with learning problems experienced more stress, less peer support, greater adult support, and poorer adjustment, than those without learning problems. Adjustment was related to students' stress in middle school. Interventions for this group of students at risk were discussed.