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The purpose of this study was to determine the impact cooperative learning had on ESL students' participation in a second grade classroom, and to examine ESL students' attitudes toward cooperative learning. Key influences included: co-teachers, students, and researchers such as Johnson & Johnson (1999), Kagan (1995), and Ellis (2002). Four ESL students were observed over four weeks during both whole and cooperative learning group instruction. They were also interviewed after each observation to get a sense of students' attitudes toward cooperative learning. The data collection techniques included: observations and student interviews. Field notes, audio recordings, and observational rubrics were also used to document all verbal interactions made by ESL students and to record the frequency of their verbal participation. The results of the study indicated that ESL students participated more frequently during cooperative group learning than in the whole group and students also increased their use of academic language during cooperative learning instruction.