The purpose of this study was to analyze what a group teachers say to English Language Learners as part of the curriculum and instruction, and to categorize the comments along the lines of scientific curriculum inquiry. Observations and interviews were the primary methods of data collection for this proposed study. An analysis was made of what the teachers were saying to communicate curricular applications and instructional modifications made in ESL classrooms. The language that this group of teachers used was coded to describe the originality of the types of statements made by the teachers. The study did not attempt to evaluate the teachers' effectiveness. The study also did not attempt to predict success of the curricular adaptations and instructional modifications. In conclusion, teachers used language to manage time, lessons, and the classroom. As a result of further analysis, as related to curricular adaptations and instructional modifications, the language was found as being of substance (what), educational practice (how), and purpose (why).