Strategies are presented for including limited-English-proficient (LEP) students in learning activities designed for monolingual English-speaking students. The natural approach to language acquisition described by Krashen and Terrell is highlighted, followed by a description of the development of second language proficiency. Suggested strategies can be embedded in cooperative learning activities. Cooperative learning is discussed as a classroom management system that can help involve LEP students in learning activities (such as using nonverbal responses, assigning and rotating roles, and equalizing speaking turns) that encourage linguistic and academic growth. Techniques developed by De Avila, Kagan, and Slavin are presented in the context of those goals. Several learning strategies and lesson activities are also provided that both LEP and native English-speaking students can use together. Contains 12 references. (LB)