This paper describes the development and preliminary efficacy of a program designed to prevent depressive symptoms in at-risk 10-13 year-olds, and relates the findings to the current understanding of childhood depression. The treatment targets depressive symptoms and related difficulties such as conduct problems, low academic achievement, low social competence, and poor peer relations, by proactively teaching cognitive techniques. Children were identified as 'at-risk' based on depressive symptoms and their reports of parental conflict. Sixty-nine children participated in treatment groups and were compared to 73 children in control groups. Depressive symptoms were significantly reduced and classroom behavior was significantly improved in the treatment group as compared to controls at post-test. Six-month follow-up showed continued reduction in depressive symptoms, as well as significantly fewer externalizing conduct problems, as compared to controls. The reduction in symptoms was most pronounced in the children who were most at risk.