This study investigated the social context in which the learning of mathematics occurred. It examined the practices of schools and mathematics in order to identify the ways in which they contributed to the construction of social difference. Accordingly, this study was concerned with how schools and mathematics classrooms contribute to working class students lack of success in mathematics. Three primary schools in regional Victoria participated in the study and were representative of social groups and the different school systems. Classrooms from Year 1 (6-7 year olds) and Year 5 (10-11 year olds) were observed over a period of eight months. The study examined four levels of school practice. Firstly, the beliefs that structure teachers' practice were examined. Secondly, rituals such as school assemblies and mathematics lessons were found to convey messages to students about what the individual schools value within their students. Thirdly, organisational practices within the school and classrooms were examined. These include the ways in which the schools allocated funds, involve their parents, organise their timetables and the particular emphases that they have in certain curriculum areas. The very subtle uses of language were analysed in order to see how teachers positioned students in ways which constructed them as learners of mathematics. The differences that occurred in these practices could be seen to contribute to the difference outcomes likely to occur in the later years of schooling. It was argued that these differences mean that students from middle classes would be more likely to undertake and be successful in the study of mathematics than their working class peers.