it is intended to construct a theoretical model on the parental behavior of depressed mothers. the participants were 23 mothers between the 20 and 47 years old and whose children were between the 4 months and 8 years old. seventeen of these mothers belong to previous studies (esteves, pires, & valada, 2001; henriques, 2002; pingo, 2002). semi-structured interviews were recorded, transcribed and analyzed in accordance with the "grounded theory" method. it was evidenced that these mothers feel themselves unavailable for their children and the others, feel inadequated in their mother role, which leads to guilt feelings. the basic social process is the relation of proximity and exclusiveness. thus, they are always present, dedicated exclusively to the child, abdicate of their time in for the child, are permissive, protective, being her player companion, see the child as only hers and affirm to be mother and father. this relation of proximity and exclusiveness is moderated by the incomprehension, lack of support, feeling of emptiness, rejection of support, absence of the paternal figure, conjugal relation, to leave the job and the fear and unreliability, having as consequences difficulties of separation and children that are dependent, disobedient, immature, anxious, stubborn, egoistic, agitated, nervous, unsatisfied and with difficulties in stabilishing interaction with the other.