This paper reports the results of a pilot corpus study on English classroom teaching discourse in Chinese-medium, junior secondary schools (S1-S3) in Hong Kong with a focus on the nature of intellectual demand placed upon students in the classroom. Intellectual demand is defined in this study as thinking opportunities provided for students in the classroom, including recall and recognition, comparison, abstract reasoning, analysis etc. Intellectual demand cannot be observed directly. It is mediated through language use in teacher-student interaction in the classroom. A level of intellectual demand too far below the intellectual capacity of students in their L1 is considered a barrier to L2 development. The pilot study explored the issue of intellectual demand from a cross-lingual perspective. This perspective was taken because empirical evidence has proved that literacy skills in the L1 and L2 are strongly related, and are manifestations of a common underlying proficiency (Cummins & Schecter, 2003). Cross-lingual transfer is likely to occur in developing academic language proficiency, which is of prime concern in the study context. Cross-lingual transfer occurs between languages of the same family, and between remotely-related languages such as English and Chinese (see Geva & Wang, 2001). While there is continued need for high English proficiency personnel in the high-tech economy in Hong Kong, the transferable proficiency possessed by students in their L1 such as higher order thinking skills etc. did not seem to be taken into consideration in English curriculums or classroom practice, which was a major impetus of the study. A question, therefore, arose – can Hong Kong’s English language instruction take advantage of students’ conceptual maturity in Chinese and use it for the benefit of their second language learning? To undertake such a cross-lingual investigation, we used detailed classroom interaction data as a window to observe intellectual demand. Corpus approach