This action research study was designed to improve the academic performance of students with special needs in two elementary school classrooms in a parochial school setting. Cooperative learning and curriculum modifications were selected as interventions. Cooperative groups were formed which emphasized teamwork and communication with assigned roles to incorporate accountability. A binder of curriculum modifications was developed that included modifications in reading, language arts/English, mathematics, spelling, handwriting, homework, and organizational and memory strategies. Different subject areas were emphasized in each month. Students' academic progress was assessed using anecdotal records, document analysis, and teacher surveys. Results indicated that all students benefited from the modifications that were implemented, not just the targeted population. Modifications were more effectively implemented on a whole class or group rather than individual basis. Appendices include survey and other forms. (Contains 38 references.) (DB)