This study investigated the occurrence of incidental focus on form in an under-researched context, i.e. the intact foreign language classroom with near-beginner adolescent learners. Two classes of near-beginner learners of L2 French and of L2 Spanish participated in the study. All interactions involving the teacher and a proportion of the students were audio-recorded over three consecutive lessons in each class. During each lesson there were opportunities for students to use the target language in pair and group work. A total of 27 audio tapes were transcribed and all "language-related episodes" (LREs) where students attended to some aspect of language form, were identified and coded. Results, showing an average of 49 LREs per lesson, demonstrate a relatively high occurrence of incidental attention to language form in comparison with other research. There was a high incidence of student initiated focus on form and, as in other studies, learners were most often focusing on lexical features of the target language in the LREs. Overall results show that incidental attention to form is possible in foreign language classrooms with learners of low proficiency when they interact and work in groups and pairs.