Six Down's syndrome children (mean age 10 years) were observed in three settings: structured school, unstructured school, and home. Private speech utterances were recorded. Results showed that 13% of the utterances were private speech, with Ss varying from 11 to 53 utterances. Forty-nine percent of the utterances functioned as regulative/descriptive, 33% as affective, and 10% as fantasy/role playing. The utterances accompanying action usually described or encoded action (88%) rather than guiding the action (12%). Self verbalization literature stressed regulating/describing action, controlling self or others, and mediating. Private speech utterances of these Ss seldom functioned as controlling, regulating, or mediating, but often as encoding or describing an action after it had been initiated. (Author/SBH)