Taking a report on the effects of cooperative completion of cloze by Jacobson (1990) as its point of departure, this study used English-as-a-Second-Language (ESL) students to investigate the potential of the cloze procedure and of group work for learning, including its usefulness as an instructional or self-instructional procedure for language skills. Cloze procedure involves the deletion of words from a passage of text and the evaluation of the responses supplied by the reader in order to fill in those deletions. The study examined the extent to which gains made in group work were internalized and retained or built upon by individual students, and the potential of the cloze procedure, or group/cooperative work, and of repetition/repeated exposure to a problem in promoting learning in the absence of teacher input. Results suggest a very productive, though not always easy to define, role played by the group work in fostering improved performance, at both the group and later individual stages, among the strongest as well as the less able students. (LB)