A program was designed to help learning disabled junior high school students develop vocabulary skills through cooperative learning groups. Twelve students in the sixth or seventh grade spent 50% of the day in a learning disability resource program. The students were formed into mixed ability groups. Two commercially available programs designed for learning-disabled students were used. A modified scoring system and reward system were used to help motivate students individually and to motivate student groups to improve. The reward system was adjusted two weeks into the project. The program consisted of five-day cycles: student groups spent the first two days working on lesson materials; practice quizzes were taken individually and checked together (no answer sheets were provided) the third day; student spent the fourth day playing a variety of vocabulary-enriching games; and individual accountability of the cooperative learning groups was addressed on the fifth day. Initial reluctance to share their work disappeared as the students began to contribute to the group and share in the work. Scores fluctuated from week to week, depending on the difficulty of the words. As weeks progressed, there were fewer scores below 80%, indicating progress as a group. Cooperation among students deepened and students changed their attitudes about working with each other. Cooperative learning appears to be an effective technique for integrating the special student into the regular curriculum. (An example of a semantic mapping activity and a chart of data are included.) (RS)