This study used a computer-assisted cooperative learning approach to teach mathematics to 20 third-grade students, of whom 4 were classified as learning disabled. The team-assisted individualization (TAI) model was used to heterogeneously group students for instruction into four-student teams. Within teams, students were paired. Each team worked at a computer in pairs but completed the assignment independently. Following independent work, each team met to check the accuracy of each other's work and help anyone having difficulty. A weekly quiz was then taken. Three commercially produced computer software packages covering math computation and application at the third-grade level were used. The program was planned and implemented cooperatively by the general and special education teachers and implemented through a four-step process, which involved introducing cooperative learning, having students work at the computer with a partner, having students work in a team, and having teams compete. Outcome measures indicated an improvement in mathematics achievement of 23 percent for general education students and 38 percent for special education students. Students reported that they enjoyed working with partners and teams and developed more positive attitudes toward math. Sample worksheets and a mathematics attitude survey scale are attached. (DB)