Using a multivariate correlational design, this study was designed to determine the degree to which selected risk and protective factors were related to resilience in an at-risk student population. A total of 12 individual, family and external risk and protective factors were identified and data were collected from 142 6th through 11th grade students in an alternative education program for individuals who had committed severe behavioral infractions. A series of multiple regression analyses were conducted using three outcome variables: a rating of students' resilient behavior, number of behavior referrals in the students' records, and standardized reading achievement scores. Five percent of the sample then was selected for semi-structured interviews to glean additional information about the relationships between the identified variables and student resilience.The combination of individual, family and external risk variables explained a significant amount of the variance in student behavior referrals and reading achievement, but not in overall resilient status. With regard to behavior referrals, the largest contributors to the model were age, severity of sending offense and neighborhood crime. Reading achievement was related to special education status, as predicted, and negatively related to community violence. Parental structure was positively correlated with resilient status but the percentage of variance explained by the overall model was not significant.The combination of selected protective factors explained a significant amount of variance when resilient status and reading achievement were the measured outcomes, but not for the model addressing behavior referrals. Being a male and having strong cohesion as a family unit were the variables most highly related to resilient status, while special education eligibility and perceptions of school belongingness accounted for the largest variance in reading scores. School belongingness was negatively relate d to reading achievement in this sample.An examination of qualitative data revealed that teacher characteristics were important to students' motivation to succeed, and information collected reiterated the importance of family structure and cohesion in students' resilient status. Other emerging themes were apparent when mentoring and friendship were discussed, as well as when students' self-perceived strengths, weaknesses and future aspirations were identified.