Anti-social children are commonly characterized as unconcerned about others needs and lacking in responsibility and appropriate guilt. This study investigates individual differences in empathy and prosocial behavior in children at risk for disruptive behavior disorders. Patterns of emotion, behavior, autonomic function and social-cognition in hypothetical and real situations of interpersonal conflict and distress were examined in aggressive, disruptive, difficult-to manage preschool children. Eighty children at low, moderate, or high risk were seen between the ages of 4 and 5 and again between the ages of 6 and 7. Risk groups did not differ on empathic concern or prosocial behavior toward persons in distress at Time 1. Differences begin to emerge at Time 2, indicating the slow evolution of lack of concern for others in a subset of disruptive children. Findings from a related project with this sample, based on children's facial and autonomic responses during a mood induction procedure, indicate two sub-types of behavior problem children who show different patterns of emotional expressivity (inexpressive or defensive blunting of emotion vs highly expressive of negative emotion). The different patterns of overt emotion expression are also linked to differences on autonomic nervous system activity. The different styles, as well as other biological and environmental factors that may influence the development of empathy are being examined further to better understand why lack of empathy is present in only a subset of disruptive children.