This paper describes cooperative learning strategies, their research base, and the rationale for their use as an instructional process for low English proficiency students (LEPS). The paper examines seven components of effective implementation of cooperative learning with language-minority students, and reports on preliminary work on a 5-year project to examine the effects of the Bilingual Comprehensive Integrated Reading and Composition model of cooperative learning on the reading comprehension, language skills, and writing performance of LEPS. The study is being conducted in the Ysleta Independent School District in El Paso, Texas, and in Santa Barbara, California, under the auspices of the Johns Hopkins Center for the Study of Education for Disadvantaged Students. Topics of this paper include: (1) a rationale for cooperative learning for LEPS; (2) benefits of such learning; (3) cooperative learning in relation to primary language instruction, whole language approaches, English as a Second Language and Transition to English programs, sheltered instruction and critical thinking, bilingual settings, and development of cognitive and metacognitive strategies; (4) what cooperative learning is not; (5) instructional models; (6) the philosophy of cooperative learning; and (7) procedures for effective implementation. Fifty references are cited. (RH)