Form-focused instruction makes up an important part of the literature on second language acquisition research. Current approaches to second language instruction have called for an integration of message-focused and form-focused instruction in the L2 classroom. At the same time, a growing interest is the pedagogical applications of form-focused research, which proposes a means of addressing form in the classroom using various instructional options, some of which involve incidental and pre-planned focus on form.This study examined the nature and occurrence of pre-planned and incidental focus on form in two secondary school ESOL classrooms, and what thinking underlay the two teachers' practices in choosing a particular option. The study reports on the methods and approaches that two teachers employed in the context of their own ESOL classrooms, in which form-focused instruction occurred, and explored the extent to which different levels of experience influenced the instructional decisions of two ESOL teachers.The results showed that there was a considerable amount of attention to form in lessons that purported to be 'communicative' and certainly were so. It also became clear that in these classes, a focus-on-form was not just a reactive phenomenon, it was also proactive since the students played an important part in both initiating and responding focus on form episodes. Much of the focus on form that arose was triggered by a problem in using English accurately, not by a problem in communication. That means that, although the lessons were 'communicative', the students regularly paid attention to language for its own sake.It is suggested that both pedagogy and teacher education/development may benefit from a perspective in which both good and not-so-good practice is seen as cognitive and reflective activity.