Although coaching is used in many schools to facilitate teachers' professional learning, few studies look closely at coaching discourse. Exploring how coaching facilitates teachers' professional development, this study used tape-recorded coaching sessions and individual post-interviews to examine the one-on-one coaching interactions of 4 elementary coach/teacher dyads. An interpretive analysis was conducted on all data followed by a structural discourse analysis of coaching episodes. Coaching roles, relationships, and mandated testing emerged as influential contextual factors. These coaches affirmed teachers, but tended to dominate the talk. Two coaches were aware of different coaching models and varied their coaching to fit each situation. Three teachers ascribed changes in their instruction to their literacy coaches, suggesting that coaching can lead to teacher learning. However, coaches need to become more knowledgeable about and skillful in their use of verbal moves and coaching stances. (Contains 3 tables and 1 note.)