An interactional sociolinguistic discourse analysis of adult, low-literate, beginning learners of English as a Second Language is presented. Four pairs of non-native speakers of English worked together on drill and practice software, interacting with each other, teachers, and software. All had zero to 6 years of previous schooling. Each pair was videotaped in interaction at the computer. The discourse analysis used several approaches: interethnic discourse and conversational style; communication accommodation theory; categorization of syntactic forms; politeness in speech; participant role analysis; conversational analysis; and forms and functions of repetition. Analysis found that the discourse was marked by use of directives, repair and correction routines, and various forms of repetition. Major findings include these: that social interaction surrounding use of drill and practice software is similar to task-based talk in other social settings (characterized by economical yet creative speech); face considerations are less important than clarity in issuing directives and correction; and learners employ a wider variety of discourse strategies when working with each other than with teachers. Further research on the interactional requirements of computer-assisted learning for adult literacy is recommended. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)