Students with disabilities (SWDs) often perform lower academically and are three times more likely to drop out of school than their non-disabled peers (Aron and Loprest, 2012; Gilmour et al., 2018; Horowitz et al., 2017; Wagner et al., 2006). Mindset can be an important factor to consider when looking to improve outcomes for SWDs because the mindset one aligns with has been shown to influence a variety of outcomes including academic achievement, motivation for learning, self-esteem, mental health, and overall well-being (Blackwell et al., 2007; Burnette et al., 2018; Burnette et al., 2020; Claro et al., 2016, Claro & Loeb, 2019; Dweck & Master, 2009; King, 2012, King et al., 2012; OECD, 2019; Paunesku et al., 2015; Rhew et al., 2018; Schlieder et al., 2015; Yeager et al., 2019; Zeng et al., 2016). The present study used a descriptive mixed methods design to study the mindset, motivation, and learning behaviors of SWDs both before and after a growth mindset intervention. Students included in the present study were high school freshmen (n=9) with disabilities who were receiving special education services. Themes that emerged during the thematic analysis included slight mindset shifts that were not paired with changes in learning behaviors when faced with challenges, difficulty describing personal experiences and thoughts about concepts related to mindset, motivation, and learning behaviors, and an overarching theme of low motivation, low self-esteem, and low self-confidence in academic abilities within this sample of SWDs. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]