Structural and functional features of the productive language of healthy and at-risk 2-yr-olds were compared. Subjects were normal, full-term toddlers ( n = 15), toddlers with either cosmetic or orthopedic anomalies ( n = 15), and premature toddlers ( n = 15). Transcripts of the language of each child were compiled from 30-min videotapes of mother and child engaged in a variety of semistructured activities. Although premature and physically handicapped toddlers did not differ significantly from each other, both groups of medical risk toddlers were delayed in a variety of structural indices of their productive language. In comparison to normal children, they had a shorter MLU and upper bound, and a smaller vocabulary, including fewer verbs. On functional features of language usage, however, there were few differences between normal and high-risk toddlers. Results are discussed in the context of developmental and learning models that posit a relationship between maternal and child behavior.