The nature and quality of preadolescent friendships between children with and without learning problems due to mental retardation or mild cognitive difficulties were investigated. Based on an assessment of the reciprocal relationship status of 373 children, including 54 with learning problems, 33 friend and 32 acquaintance dyads were identified. Of these dyads, half included a child with learning problems and half consisted of 2 children without learning problems. The dyads were observed performing a play task. Unlike friendships between children without disabilities, friendships between children with and without learning problems were marked by limited collaboration and shared decision-making, a low level of cooperative play and shared laughter, and an asymmetrical, hierarchical division of roles. The importance of advancing beyond the study of the social acceptance of children with learning problems to study the qualitative aspects of their friendships was discussed.