This study examined the relationships between behavior problems, learning behaviors, and educational outcomes for at-risk preschool children. A sample of Head Start children (N = 196) was selected in the southeast United States. Behavior problems were assessed using the Devereux Early Childhood Assessment (LeBuffe & Naglieri, 1999) and learning behaviors were assessed using the Preschool Learning Behavior Scale (McDermott, Leigh, & Perry, 2002). Academic outcomes included measures of literacy and mathematics, collected using subscales from the Galileo System for the Electronic Management of Learning (Bergan et al., 2003). Children's behavior problems were found to predict their learning behaviors as well as their mathematics and literacy yearly gains. Furthermore, learning behaviors were found to mediate the effect of behavior problems on literacy and mathematics. The findings of the study provide a preliminary explanation regarding the mechanism through which behavior problems relate to academic outcomes for low-income preschool children. (Contains 3 tables and 2 figures.)