We previously reported cognitive and social outcomes through 4½ years of High Risk (HR)(N=74) and Low Risk (LR)(n=111)premature infants and Full Term controls (FT) (n=104). These studies showed HR fail to “catch up”, LR have deficits compared to FT, and that maternal behaviors can alter social skill development. The object of this study was to use Structural Equation Modeling to determine the role of maternal behaviors and child characteristics at 2 and 3½ years as predictors of more demanding independent cognitive and social problem solving skills at 4½ years. This technique allowed for determination of the direction of influence which can't be determined through correlations and regression approaches. Maternal behaviors, assessed by observational techniques, were categorized as maintaining (sensitivity/attention to child's interest) or directive(providing structure). Child characteristics were cognitive/language skills assessed with age appropriate standardized tests and social responsiveness/initiating skills assessed with observational techniques and measures of executive processing skills including independent toy play and search tasks. Maternal maintaining at 2 years significantly predicted independent cognitive problem solving at 4 ½ years through a direct significant path to cognitive/language skills at 2 and 3 ½ years of age. Maintaining also significantly predicted independent social initiating at 4 ½ years through a significant direct path to social responsiveness at 2 and 3 ½ years of age. Maternal directiveness had a direct negative path to cognitive/language at 3½ years and as a result had a negative indirect influence on cognitive goal directed behavior at 4 ½ years through it's direct effect at an earlier age. Child behaviors did not appear to influence maternal behaviors across these time points. These results reinforce the role of mothers' early interactive behaviors as an important foundation to support later cognitive and social skills by providing a supportive environment which sets them on a positive trajectory. These results support a theoretical framework that childrens' ability to independently solve cognitive problems and to have successful social interactions is initially supported by the quality of their interactions with their mothers.