This analysis of Brazilian baby talk (BT) includes data from two sources: elicitations of the use of BT from three mothers, all of whom have university degrees, and observations of adult-child interactions in the home. The data shows Ferguson's modified list of thirty lexical items that frequently have BT forms in various languages and the corresponding Brazilian BT lexical item. Analysis of those BT items that are phonologically related to, or derived from, the adult standard form reveals a few basic and recurring processes that account for this relationship: reduplication, assimilation, elimination of unaccented syllables, and cluster simplification. The grammar of Brazilian BT is closer to the adult standard grammar than is the phonology. Observations indicate that, in general, the BT used by men is characterized more by the presence of grammatical features than phonological features, while the BT used by women is characterized by both types of features. BT features in Brazilian Portuguese are similar to those observed in other languages and can be described as manifestations of the basic processes that characterized the BT register: simplification, clarification, and the use of hypochoristic suffixes. (NCR)