Distress tolerance as an important developmental structure, provides a new insight about the start and continuation of mental damage and also prevention and treatment, Therefore, the purpose of this research was to predict distress tolerance based on brain behavioral systems and poor emotional regulation, The statistical research population consists of all the 8000 university students of Kermansha Payamnoor University in the academic years of 2014-2015, out of whom, 340 students were selected according to Morgan's table via multi-stage cluster sampling, The data were collected using the behavioral inhibition system (BIS), behavioral activation system (BAS) scales (Carver and White, 1994), difficulties in Emotion Regulation Scale, Distress Tolerance Scale, Due to the existence of outlier data, the number of the questionnaires was reduced to 340, For data analysis, Pearson correlation, regression and canonical correlation were used, Findings: the findings showed that there is a positive and significant relationship between the BIS and distress tolerance, a negative and significant relationship between the BAS and distress tolerance, a negative and significant relationship between poor emotional regulation and distress tolerance, and that the brain behavioral systems and poor emotional regulation can predict distress tolerance, Conclusion: 42% of the variance of distress tolerance is explained by the independent variables of BIS, BAS and poor emotional regulation, Keywords: poor emotional regulation, distress tolerance, BAS, BIS