Tested hypotheses derived from a States-of-Mind (SOM) model in a sample of 542 children ages 7 to 15. SOM ratios were computed using empirically determined items. Support was found for the SOM model. Negative self-talk (but not positive) was consistently related to increasing levels of affective distress. Thus, children comorbid for anxiety and depression demonstrated the highest levels of negative self-talk (and most dysfunctional SOM ratios). Support for content specificity (specific cognitive content relating uniquely to affective conditions) was mixed. However, specificity was increased when attention was paid to more rationally derived content. Age was not a predictor of positive or negative self-talk. Discussion considers the use of the SOM model in child psychopathology and psychotherapy research.