The present study investigated patterns in the development of conduct problems (CP), depressive symptoms, and their co-occurrence, and relations to adjustment problems, over the transition from late childhood to early adolescence. Rates of depressive symptoms and CP during this developmental period vary by gender; yet, few studies involving non-clinical samples have examined co-occurring problems and adjustment outcomes across boys and girls. This study investigates the manifestation and change in CP and depressive symptom patterns in a large, multisite, gender-and ethnically-diverse sample of 431 youth from 5th to 7th grade. Indicators of CP, depressive symptoms, their co-occurrence, and adjustment outcomes were created from multiple reporters and measures. Hypotheses regarding gender differences were tested utilizing both categorical (i.e., elevated symptom groups) and continuous analyses (i.e., regressions predicting symptomatology and adjustment outcomes). Results were partially supportive of the dual failure model (Capaldi, 1991, 1992), with youth with co-occurring problems in 5th grade demonstrating significantly lower academic adjustment and social competence two years later. Both depressive symptoms and CP were risk factors for multiple negative adjustment outcomes. Co-occurring symptomatology and CP demonstrated more stability and was associated with more severe adjustment problems than depressive symptoms over time. Categorical analyses suggested that, in terms of adjustment problems, youth with co-occurring symptomatology were generally no worse off than those with CP-alone, and those with depressive symptoms-alone were similar over time to those showing no symptomatology at all. Few gender differences were noted in the relations among CP, depressive symptoms, and adjustment over time.