Cooperative learning activities, instructional strategies, and reproducible classroom materials are provided to assist teachers with English-as-a-Second-Language learners in their classes. They are designed to help students develop English language skills using conversation-based cooperative learning principles, with native speakers and ESL students working together at mixed levels in the core curriculum. Rich content choices and the collaborative design of each activity encourage student interaction. Activities that can be used exclusively for language learning are also included. The 61 activities are grouped in five sections: language and literature; history and social studies; thinking and communicating in mathematics; thinking and communicating in science and technology; and health, wellness, and safety and prevention. Each activity incorporates one or more of these elements of holistic learning: content; problem-solving; principles of humanistic learning; and games. An introductory chapter suggests a lesson-plan format, including activities, teaching procedures, and reading strategies. Each activity includes a page of teaching suggestions and reproducible worksheet(s). (MSE)