Parenting was examined among families of children with borderline intelligence in comparison to families of typically developing children and children with developmental delays. Parenting data were obtained at child age 5 via naturalistic home observation. Mothers of children with borderline intelligence exhibited less positive and less sensitive parenting behaviors than did other mothers and were least likely to display a style of positive engagement. Children with borderline intelligence were not observed to be more behaviorally problematic than other children; however, their mothers perceived more externalizing symptoms than did mothers of typically developing children. Findings suggest the importance of mothers' explanatory models for child difficulties and highlight children with borderline intelligence as uniquely at risk for poor parenting.