The present study examines the perceptual, linguistic, and social cues that were associated with preschoolers' (4;11) growth in word-learning during shared book-reading and guided play activities. Small groups of three preschoolers (n = 30) and one adult were video-recorded during an intervention study in which new vocabulary words were explicitly taught. Adult use of taught words was coded for perceptual and linguistic cues and type of social interaction. Hearing taught words used in the book text and learning information about words' meanings during play was positively associated with growth in word-learning. Adult use of words in responsive, or child-initiated, interactions was positively associated with word-learning growth in both book-reading and play, while adult-initiated use of words was negatively associated with word-learning growth in both settings.