This study reports the effects of instruction of elementary students in a complex package of social and academic skills designed for use in cooperative groups while studying important information in inclusive general education classes. Twenty-five teachers and 519 fourth and fifth graders, including 45 students with learning disabilities (LD), participated. A pretest/posttest control-group design with random assignment was used to determine the effects of the instructional program. Data were analyzed for students with LD, all students with exceptionalities, and average-achieving (AA) students. Results indicated that experimental students' scores on study-group performance, study-card creation, and tests of social and academic knowledge were significantly higher than control students' scores. Furthermore, the number of prosocial behaviors and teamwork behaviors significantly increased for all subgroups of experimental students during study-group tasks, including students with LD and students with exceptionalities. Also, the number of antisocial behaviors significantly decreased for students with LD and students with exceptionalities.