Two secondary students with severe disabilities and 28 high school sophomores enrolled in a life sciences class participated in this study. The two students with disabilities also participated in a special education classroom with a community-based instructional program. A cooperative learning intervention was implemented using Johnson and Johnson's Circle of Learning model, which involved heterogeneous grouping, structured interdependence, structured accountability, and teaching collaborative skills. Four adaptations were used to include the two special needs students in the biology class: the amount of work required was changed, materials were enlarged and important information was highlighted, additional time was provided to complete tasks, and student roles were sometimes changed. Three results indicated that cooperative learning increased the opportunity to master content for both students with disabilities and their nondisabled peers: (1) on-task behavior increased for all students; (2) more interactions were related to content (i.e., teaching and helping); and (3) the performance of nondisabled students increased. The disabled students' ability to learn social and communication skills may also improve under cooperative learning conditions. Teacher interaction decreased for students in typical groups and increased for students in integrated groups. (Contains 26 references.) (JDD)