The purpose of this qualitative study was to investigate typical middle school general education mathematics teachers' beliefs and knowledge of students with learning disabilities and inclusive instruction and to gain an understanding of the process of inclusion as it is implemented in middle school classrooms. In-depth interviews, surveys, and classroom observations were conducted with seven teachers. The constant comparative method was used to analyze all interview and observation data. The findings reveal that even teachers who believe that inclusion is being successfully implemented are unclear about their responsibilities towards included students and the learning characteristics and specific mathematics teaching approaches that would be effective. The general educators feel that they were grossly under-prepared during preservice and inservice for the realities of inclusion teaching. The study provides insights that can be used to enhance preservice and inservice programs for teachers and underscores the necessity for building teamwork and collaboration among general and special education middle school teachers. (Contains 1 table.)