This study investigated how forty-six mothers modified their talk about familiar and unfamiliar nouns and verbs when interacting with their children with Down Syndrome (DS), language impairment (LI), or typical development (TD). Children (MLUs < 2·7) were group-matched on expressive vocabulary size. Mother-child dyads were recorded playing with toy animals (noun task) and action boxes (verb task). Mothers of children with DS used shorter utterances and more verb labels in salient positions than the other two groups. All mothers produced unfamiliar target nouns in short utterances, in utterance-final position, and with the referent perceptually available. Mothers also talked more about familiar nouns and verbs and labelled them more often and more consistently. These findings suggest that mothers of children in the early period of language development fine-tune their input in ways that reflect their children's vocabulary knowledge, but do so differently for nouns and verbs.