The flow of the planning process model was used to investigate one science and two social studies middle school teachers' preplanning, interactive planning, and postplanning for students with learning disabilities who were mainstreamed into their general education classes. Data were collected from interviews, classroom observations, free-flowing commentary of their lesson plans (think alouds), teachers' planning, videotaped teaching episodes, stimulated recalls, rating scales, and open-ended questions. data analysis revealed that content coverage, classroom/student management, and interest/motivation of the individual student are themes that guide teachers' planning. Teachers' practices and comments reflected little discourse pertaining to knowledge acquisition or planning for students with learning disabilities.