The transition from elementary to middle or junior high school is commonly regarded as a period of stress and turmoil for young adolescents, and has been associated with changes in anxiety and other psychological problems. However, less is known about risk and resilience factors that may predict these changes. This study examined changes in anxiety, as well as predictors of these changes among 77, predominantly Caucasian (88 ), male and female (52 ) adolescents from Grades 6 to 8. Repeated measures analysis of variance was conducted to examine the predicted grade and gender differences. Multiple regression analyses were conducted to examine the prediction of eighth grade anxiety symptoms by sixth grade self-worth, perceived social acceptance, and social support, as well as the potential moderating role of gender in these relations. Results suggested a significant decrease in anxiety, particularly social anxiety, over this period for boys but not girls. Examination of predictors of changes in anxiety suggested that, in general, global self-worth, social acceptance, and gender were each associated with overall and social anxiety. Findings are integrated with extant literature on developmental changes associated with anxiety and school transitions and clinical implications of these findings are discussed.