OBJECTIVE: The objective of this study is to identify predictors of prevalence and incidence of disordered eating (binge eating and extreme weight control behaviors) among overweight adolescents. METHOD: Five-year longitudinal associations were examined in 412 overweight adolescents who participated in Project EAT-I and II. RESULTS: Among both overweight males and females, risk factors for disordered eating included exposure to weight loss magazine articles, higher weight importance, and unhealthy weight control behaviors, while family connectedness, body satisfaction, and regular meals were protective factors, although there were some differences in predictors of prevalence (total cases) versus incidence (new cases) of disordered eating. Among males, poor eating patterns, including fast food and sweetened beverage intake, increased risk for disordered eating, and the use of healthy weight control behaviors was protective. DISCUSSION: Attention should be directed toward decreasing disordered eating among overweight adolescents. Findings suggest the importance of promoting positive family relationships, psychological health, and regular meals, and steering adolescents away from overemphasizing weight and using unhealthy weight control behaviors.