This presentation examines the obstacles and difficulties in implementing cooperative learning in Hong Kong elementary and secondary schools, and proposes a framework for integrating cooperative learning with Hong Kong basic education so as to optimize teaching and learning. It was pledged by the Chief Executive of the Hong Kong SAR that small-class teaching will be implemented in primary schools by phases from the 2009 academic year. However, small-class teaching will not enhance the quality of teaching and learning without appropriate use of teaching approaches or strategies, and research shows that cooperative learning works well in a small-class teaching environment. This presentation starts with a summary of the 3 major schools of cooperative learning, and follows with a discussion of the expectations of principals/teachers, as well as of the difficulties observed in implementing cooperative learning in local classrooms. The analysis of the expectations and difficulties provides valuable insights in designing a framework to support teachers in systematic implementation of cooperative learning in their classrooms. The framework consists of two stages. The first stage provides a foundation to teaching and learning with cooperative learning, with 3 implementation phases of teaching strategy, lesson design and cooperative learning environment. The second stage is the enhancement of learning with cooperative learning in Inquiry in Science, Problem Solving in Mathematics and High Order Thinking in languages. Finally, this presentation provides a conceptual framework for systematic implementation of cooperative learning. Different modes of implementation are also suggested to meet the needs and cultures of individual schools. The audience will be invited to comment on the design of the framework.