Thirty-seven mothers and fathers were observed in their homes interacting with their 2- and 4-year-old-children at Time 1 and 2 years later. Parental mental state talk to children varied as a function of children's age, the context in which talk occurred, and the gender of the parent. Four-year-old children, with an older sibling, produced and heard more cognitive talk and less desire talk than children without an older sibling. Cognitive and feeling talk by family members at Time 1 predicted change in younger children's cognitive and feeling talk (respectively) 2 years later, after controlling for initial levels of younger children's talk and general language ability. Findings are discussed in the context of theory of mind understanding and family talk about the mind.