This article describes how a detailed notebook analysis was used to assess and compare the opportunity to learn of a sample of grade 6 students from 126 classes in South East Botswana and North West Province, South Africa. Students' mathematics notebooks provided the main data source for estimating how much time is spent on the subject during the 6th grade year, and what mathematics is covered relative to what the study's student test asked the sample of students. The notebook analysis shows that in sample classes in both countries, most teachers were giving an average number of mathematics lessons that was considerably lower than the number officially programmed under each country's ministry guidelines. It also reveals that, on average, teachers in both samples of classes covered just over a third of the possible topics related to the test items between the pre-test and post-test. Nevertheless, substantial differences in students' opportunities to learn in the two countries are evident.