203 adolescent boys (aged 9-11 yrs) were divided into the following groups: Ss with conduct problems (CPs) and depressed mood (DM), Ss with DM only, Ss with CPs only, and Ss low on CPs and depressive symptoms. Multimethod, multiagent assessments were conducted at Grade 6. Demographic variables, parental characteristics, family-management practices, and Ss’ adjustment showed deficits in all 4 at-risk groups; the patterns of deficits varied between groups. As hypothesized, Ss with CPs and DM were the most poorly adjusted. Results are consistent with a failure model, which hypothesizes that boys with CPs are at risk for failing to develop competence in academics and peer relations. Their behavior leads to poor relationships with parents and peers. These problems result in failures and rejection, which make them vulnerable to depression.