Traditionally, research on students with disabilities has focused on an individual difference model. More recently however, to elucidate the conditions and contexts under which students develop academically and socially, researchers have begun to call for models of study that employ a sociocultural theory perspective. Sociocultural theory is based on the notion that children learn through participation in social contexts. Accordingly, the type and amount of contact - most importantly the “talk” - that takes place between the teacher and the student seems to have strong implications for academic and social success at school. This relationship is particularly important for students with disabilities. The purpose of this study was to contribute to an understanding of the interactions between general education teachers and students with learning disabilities as they relate to participation in the learning community of the general education classroom. Qualitative methods were used to guide the observations and analyses of four fifth-grade teachers and three target students in each classroom, one student with a learning disability, one low-achieving student, and one average-achieving student, over a two-month period. Data collection included discourse analysis of interactions between teachers and target students, interviews with teachers, and teachers’ selfreflections throughout the study. Results indicated that teachers had a higher rate of interactions with students with LD than with other target student groups. However, despite the amount of time that teachers spent talking to students with LD, the quality of most interactions, in terms of their ability to increase learning, was judged to be low. In addition, while teachers reported that they learned more about the target students and became more attuned to their individual needs during a trial intervention, classroom observations and analysis of classroom talk demonstrated that teachers did not change either the quantity or quality of interactions with students with LD. A model for understanding the teacher negotiation of LD students’ integration into the learning environment was developed and supported by the following themes: teacher beliefs, classroom practice, student response, and teacher perception of student success. The value of teacher-student interactions in terms of both student outcomes and teacher motivation to work with students who struggle to succeed are discussed.