This paper quotes the qualitative data from one author's recent research (Feng, 2006, 2007) in China and the other author's ongoing PhD research in India. Both studies used multi-methods of data collection in mainstream school settings. This paper discusses the relatively under-researched topic of "quiet disaffection" of pupils with diverse educational needs in mainstream schools in China and India. It follows the description by Rudduck et al, (1996) that some pupils are quietly and invisibly disaffected. The paper argues that integration--rather than inclusion--in the learning contexts in these two countries is the main source of this kind of disaffection in schools. It further identifies issues relating to ability grouping, school curriculum, teaching strategies, empowerment and whole-school approaches for the provision of inclusive education. Recommendations are made to better address the needs of disaffected pupils in order to more fully engage them in schools.