Teachers' oral language use may be an important factor in student achievement, particularly for students who struggle with language, learning, and behavior. This study examined features of teacher talk during whole-class instruction in 14 general education (GE) and 14 self-contained special education (SE) elementary classrooms that included students with or at risk for emotional and behavioral disorders. Across settings, 74% of teachers' utterances contained vagueness markers that may hinder comprehension. Within teachers, the quantity, complexity, and clarity of oral language tended to remain stable across lessons, regardless of lesson content. Teacher-rated severity of behavior did not differ by setting, but students in self-contained SE classrooms had significantly lower language and reading skills than their counterparts in GE settings. Analyses of multilevel models revealed no significant differences in form or content of teacher talk between groups of teachers across settings (GE or SE) or grade levels (K-2, 3-4).