Significance: Inclusion is defined as the education of all children with disabilities, alongside their peers, in regular academic settings (Block & Vogler, 1994). Inclusion extends beyond placement practice to include acceptance, belonging and support (Stainback & Stainback, 1990). As an educational practice, inclusion challenges teachers to value and accept diversity, to collaborate with colleagues in all aspects of teaching, and to use instructional practices that have proven efficacy with heterogeneous classrooms (Lilly, 2000; Villa and Thousand, 2000; Sapon-Shevin, 1992). This research examines one teacher's perceptions of disability and her use of cooperative learning in two inclusive third grade elementary physical education classrooms. Conceptual Basis: While legal mandates provide inroads in gaining accessibility to the regular classroom as well as supports and services, the labeling and identification processes inherent in the practices of special education have potentially stigmatizing effects for students identified as having a disability (Jenkins, 1998; Linton, 1998). As a theoretical framework, social construction provides an alternative, relationally grounded view of learning in heterogeneous classrooms through an examination of the ways in which language and actions are used between students and teachers in the construction of knowledge (Gergen, 1994; Shotter, 1993). Research-base: As an instructional method, cooperative learning allows students to improve motor skills, develop social skills and work together as team members for the accomplishment of group goals (Dyson, 2001). Cooperative learning benefits all children, including the “typical”, “at-risk" and “gifted” children (Sapon-Shevin, Ayres & Duncan, 2002). It encourages respect and learning in heterogeneous classrooms among students with varying abilities, languages and ethnic backgrounds (Marr, 1997). It has been shown to be effective in reducing prejudice among students by meeting the academic and social needs of at-risk students (Sudzina, 1993). For students with disabilities, cooperative learning is effective in promoting equitable peer relationships through positive interdependence and shared responsibility for learning (Johnson & Johnson, 1989). Analysis: Teacher and student constructions of learning were examined. Teacher dispositions of sensitivity to difference, ecological acuity and content knowledge contributed to the implementation of cooperative learning practices. Socially constructed teaching acts included teacher as facilitator, the development of group roles and responsibilities and specified outcomes for learning. Students' constructions included the group's capacity to work together, student understanding of the learning concepts and students' ability to adapt and accommodate activities to meet the needs of students with disabilities in the working groups. Keyword(s): adapted physical activity, elementary education, research