Approximately 60% of mothers experience some form of depression (Lanzi, 2009). Depression affects not only maternal responses, but also children's social emotional outcomes (Hwa-Froelich, 2008; Weinberg, 2008). Low levels of cognitive readiness to parent are also associated with high levels of externalizing and internalizing behaviors in children (Miller, 1996). For this study, risk factors associated with poor social emotional outcomes of children were examined in a sample of primiparous, first time, mothers. The association between depression and children's social emotional outcomes along with the mediating relationship of depression on cognitive readiness to parent and children's social emotional outcomes were examined. Prenatal and twenty four month data were used from the Parenting for the First Time Project (N=397). Associations between maternal depression and children's social emotional development were addressed through tests of correlations. The mediating relationship of depression on cognitive readiness to parent and children's social emotional outcomes was analyzed through a series of linear regression procedures. Findings showed that increased levels of maternal depression were positively related to increased levels of externalizing and internalizing behaviors. However, results indicated that depression did not fully mediate the relationship between cognitive readiness to parent and children's social emotional outcomes. The results provided evidence for the importance of instilling a holistic, systems approach to working with depressed mothers and their children. Further research should continue to investigate the dynamic relationships between these variables.