This qualitative study examined the role of arts instruction and arts integrated teaching in the development of cognitive process and personal dispositions of children with moderate to severe learning disabilities. Interviews, observations, and artifact data were gathered to gain a deeper understanding of what and how children learn in and through the arts. The study was conducted at a private school for children with learning disabilities on the eastern coast of the United States. Approximately 140 children who ranged in grades 1- to 6 were observed during arts instruction and arts integrated classes over 32 hours. Observations also included viewing student permanent art products and performances such as dances and plays. Observations led to an in depth analysis and interaction with students and teachers within a variety of academic clubs and arts courses including drama, studio and visual arts, music, dance, and workshop. Twenty-one expert teachers, some of whom were observed during the student observations, in the fields of learning disabilities and the arts were interviewed. Two focus groups were conducted: one consisting of high school teaching artists and one consisting of elementary classroom teachers. Over 300 photographs of artifacts, lessons, and first-hand experiences were compiled and reviewed. All data sources were coded, and themes were developed after using a constant comparative method and triangulation of data sources that included knowledge, skills, and dispositions. Findings from the data indicated that when children with learning disabilities engaged in intensive arts and arts integrated instruction they appeared to develop specific knowledge, skills, and dispositions, as evidenced by interviews, observations, and analysis of student permanent products and performances. These factors resulted in the development of a conceptual model of arts-based and arts-integrated instruction for children with learning disabilities. Components of this conceptual model included metacognition, cognitive processing skills, content knowledge, perseverance, and self-efficacy. Implications for future research and practice are included. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com.bibliotheek.ehb.be/en-US/products/dissertations/individuals.shtml.]