Uptake is a term used to describe learners' responses to the provision of feedback after either an erroneous utterance or a query about a linguistic item within the context of meaning-focused language activities. Some researchers argue that uptake may contribute to second language acquisition by facilitating noticing and pushing learners to produce more accurate linguistic forms. This study investigated the occurrence of uptake in 32 hr of meaning-focused lessons in 12 English as a second language classes in Auckland, New Zealand. It also examined which characteristics of incidental focus on form predicted uptake and successful uptake. The results indicated that uptake occurred in these classes and that characteristics such as complexity, timing, and type of feedback influenced both the production of uptake and the successfulness of it.