Minimal class participation by students with limited English proficiency (LEP), and LEP student failure to pass regular classroom tests were addressed through cooperative learning in a second grade science class. Classroom techniques used included strategies for using the scientific method of investigation, hands-on activities, experiments, music, creative movement done to poetry, and a science fair exhibit. Each LEP student was grouped with at least two bilingual students who spoke both Spanish, the target language group, and English. Provisions were made with bilingual teachers for assessment of those unable to be tested in English. Results indicate that a comprehensive program using bilingual, cooperative learning and active involvement of all students in a wide range of instructional activities will better meet the needs of students with limited English proficiency. (Author/MSE)