This paper presents a dependency language model (DLM) that captures linguistic constraints via a dependency structure, ., a set of probabilistic dependencies that express the relations between headwords of each phrase in a sentence by an acyclic, planar, undirected graph. Our contributions are three-fold. First, we incorporate the dependency structure into an n-gram language model to capture long distance word dependency. Second, we present an unsupervised learning method that discovers the dependency structure of a sentence using a bootstrapping procedure. .