This research examined the experience of students with disabilities as they engaged in cooperative learning reading lessons with their nondisabled peers. In the first year of the research, we observed 12 children with mild disabilities and 12 average- performing children (Grades 3-6) in the same general education classrooms. In the second year, we conducted observations of another 10 students with disabilities in other schools. We assessed the quality of participation of students with disabilities by noting the types of activities, the amount and kind of help they received (and from whom), and the amount and kind of contributions they made to group efforts. Students with disabilities received more help and offered fewer contributions than nondisabled students, and we classified only 40% of these students as successfully participating in cooperative groups. Analyses disclosed that differences among classroom practices (e.g., selection of partners, teacher monitoring, the establish- ment of a cooperative ethic) were related to successful cooperative learning experiences for students with disabilities. Our results suggest that it is a difficult act to balance students' need for direct teaching, the group's need to accomplish its work, and the class's need to learn cooperation and tolerance.