Indiana University-Purdue University Indianapolis (IUPUI) / Serious emotional disturbance, including disruptive disorders (i.e., attention deficit hyperactivity disorder, oppositional defiant disorder, and conduct disorder), affects large numbers of adolescents, with costly and tragic consequences. Adolescents with disruptive disorders are likely to be arrested, drop out of school, and have poor treatment outcomes. There is an urgent need to identify strengths-based factors associated with improvement in adolescents’ behavioral and social functioning to help them achieve their full potential. The purpose of this study was to determine whether change in adolescent personal strengths and change in family functioning over 12 months predicted changes in behavioral and social functioning for adolescents with disruptive disorders who participated in a System of Care (SOC) program and if findings varied by race. De-identified data from 179 adolescents, aged 12-17 years, with disruptive disorders and their caregivers were included in this secondary analysis. Data were analyzed using Pearson correlations, t-tests, chi-square tests, and multivariate multiple regressions. Upon admission to the program, caregiver ratings indicated that African American adolescents had greater personal strengths (p = .001), fewer behavior problems (p < .001), and less functional impairment (p < .001) compared to their Caucasian counterparts. Girls had more behavior problems (p = .05) and fewer personal strengths than boys (p < .001). Increase in caregiver-rated adolescent personal strengths was significantly associated with improvement in caregiver-rated adolescent behavioral and social functioning (p < .001). Change in caregiver-rated family functioning was not significantly associated with change in caregiver-rated adolescent behavioral and social functioning (p = .171). The strength and direction of predictors did not vary by race. The adolescents in the study participated in a SOC program that emphasized their strengths versus, primarily, focusing on their deficits. Change in caregiver ratings of adolescent personal strengths was a significant predictor of change in adolescent behavioral and social functioning over a 12 months period. Findings provide evidence for psychiatric mental health professionals to focus on enhancing adolescent personal strengths to improve behavioral and social functioning in adolescents with disruptive disorders. Future research is needed to understand the impact of family variables on adolescents’ treatment outcomes.