Research is aimed at identifying predictors of academic performance and psychological well-being in group of pupils with chronic learning failure. The research identifies resources and limitations in achieving academic success and well-being. Conscious self-regulation, attitude to learning, academic performance and personality were considered as resources. Sample: 234 fifth grade pupils (age М 11 ± .28). We used “Scale of manifestations of psychological well-being of adolescents” (R. Masse, et al.), questionnaires: “Style of self-regulation of learning activities” (V. Morosanova), "Scales of academic motivation of schoolchildren" (T. Gordeeva), “Attitude to Learning” (A. Andreeva, A. Prikhozhan), "BFQ-C" (S. Malykh, et al.). The results demonstrates that a reciprocal relationship between academic achievements and psychological well-being determines high academic performance. The absence of these link leads to a decrease in both indicators. Insufficient development of self-regulation acts as an obstacle to academic success. School failure syndrome in early adolescence is revealed in 2 typological groups: 1 group with low level of academic performance and average well-being and 2-with lowest academic performance and low well-being. School failure in the groups is determined by the inability to set their own learning goals (low level of regulatory process of planning), the inability to identify conditions that are significant for achieving goals (low modeling), decreased independence and regulatory flexibility. The development of conscious self-regulation of learning activity can be a resource for improving academic performance in fifth grade pupils with this syndrome.