A model for pedagogical discourse that provides evidence to explain the operation of both instructional and regulative discourse in the classroom is presented. The model is based on a theory that the activities and concerns of the wider contexts outside school are relocated for the purpose of school learning, and that the resulting instructional and regulative discourse both exist within pedagogical discourse. First, it is proposed that any teaching/learning episode is an instance of "curriculum genre," having a distinctive schematic structure. Second, using a systemic functional grammar it is argued that it is possible to demonstrate the operation of two different registers in such a genre, with one relating to generation and maintenance of learning activity and the other relating to lesson content. Third, it is suggested that the two registers do represent the two discourse types hypothesized, but with a slightly different relationship than that originally proposed in the theory. A 22-item bibliography is included. (MSE)