Since a key purpose of schools involves enhancing all children’s culturally-valued skills, tools and knowledge and the provision of equity for children whose access to such learning may be at-risk, it is insufficient to conceptualise inclusion as solely a social or participation issue without examining the quality of those experiences during the various curriculum areas and their potential impact on learning outcomes. This qualitative study investigated the quality of the teaching-learning environment for three new entrant boys with Down Syndrome (DS) at mathematics during their first term at school. Two boys attended regular schools and one attended a school with regular and special classes. The boys were observed using continuous narrative recordings during their mathematics classes and teachers and parents were interviewed. Results indicated that while the teachers endeavoured to include the boys into the maths content, meaningful learning was unlikely to occur. The boys were frequently praised for task-engagement, despite evidence that they had not actually understood the concepts. The teachers’ foci centred mostly on praising for task engagement and for obtaining correct answers as opposed to the underlying processes. In addition, it was found that parents and teachers had different goals for the children and this affected the teaching-learning emphasis. The data suggest a need for teachers to adopt a role of mediators of learning rather than deliverers of curricula and raise issues concerning the meaning of inclusion.