This study examined what occurs in cooperative learning groups that include students with mild disabilities in grades 3-6. Teacher interviews were combined with observations of 10 special and 10 regular education students' behavior in cooperative learning groups which used the Cooperative Integrated Reading and Composition model. Results are discussed in terms of who is providing help to the student with disabilities and how often, what contributions the student makes to group tasks, the assignment length, the teacher's role in successful participation of students with disabilities, teacher expectations for student competence, and setting up expectations. The paper concludes that successful use of cooperative learning as an inclusion strategy will require: (1) rethinking and reorganizing of the ways special education provides resources, services, and modifications for students with disabilities; and (2) sustained effort of regular class educators to raise the status of contributions by children with disabilities and to establish and maintain norms of participation and helping. (Contains 14 references.) (JDD)