The purpose of this study was to examine low-achieving students' perceptions of the goals emphasized in their classroom in relation to their self-efficacy beliefs, selfregulation strategies, help-seeking behaviors and change in grades from fifth to sixth grade. These relationships were also compared to the same relationships for high and average achieving students. Survey measures were given to 1,133 sixth grade students, and data were analyzed using multiple group structural equation modeling. Perceptions of a mastery goal structure and self-efficacy beliefs were significantly related to improved achievement of low achievers. Help-seeking behaviors were negatively related to performance goal structures only for low achievers, and self-regulation strategies were negatively related to change in grades only for low achievers. Implications for goal theory and for classroom instruction that might help break the cycle of low motivation and low achievement are discussed.