Among adolescents with conduct disorder, alcohol expectancies were examined for both predictive utility and mediation of other predictors of alcohol use (i.e., delinquency, family history, demographic and psychopathology variables). Data were collected from 260 adolescents with conduct disorder 11-18 years of age, who had been in either mental health residential facilities or community-based special education programs for adolescents with serious emotional disturbances. Zero-order correlations and structural path models assessed relationships between expectancies, alcohol use, and other predictors of alcohol use. Results indicated: (a) expectancies of enhanced social and cognitive behavior were significant (p<.05) univariate predictors of drinking, (b) among all of the selected predictors, expectancies of enhanced social behavior (i.e., Subscale 2 of the Alcohol Expectancy Questionnaire - Adolescent Form; AEQ-A) had the strongest association with alcohol use (r=.54) and mediated between 31% to 44% of the drinking variance associated with other significant predictors (p<.01). Results were discussed as supporting similar expectancy-drinking relationships among CD and nonclinical youth.