Parent and clinician reports of behaviour problems among very low-birthweight (VLBW) children at 3 1/2 years of age were studied in relation to indicators of neonatal cerebral damage, cognition and social factors. VLBW children had more depressed behaviour and more internalizing problems by parent report, and also scored significantly more often within the clinical range on total problem scores, than children in the comparison group. Neither neonatal cerebral ultrasound nor neurological examinations were directly associated with behavioural outcome. Cerebral damage was related to cognitive development. Cognition directly influenced behaviour problems according to clinician report, while the home environment did so according to parent report. The authors suggest that depressed behaviour of preschool VLBW children might be associated with parental reactions to the birth of a VLBW child, and that their attention problems might be linked indirectly to brain damage via cognitive impairments.