The Empowering Learners Project, a collaborative effort of five United Way agencies in the St. Paul (Minnesota) area, produced this manual to outline some strategies for assisting English-as-a-Second-Language learners in becoming effective learners and critical thinkers. Ideas in the manual came from project agencies and research in critical thinking and language learning. An introductory section offers some background information about the project. The second section explains methods used in two of the five participating programs to help students think about literacy and its meaning to them. The third section briefly discusses critical thinking as an active process to be used both in and out of the classroom. Subsequent sections look at the following topics: (1) specific strategies for teaching critical thinking, including low-level and higher-level skills, real-life problem-solving, application to grammar, and use of pictures; (2) the classroom environment, including paired and small group learning and workplace simulation; (3) learner empowerment through the teaching of clarification strategies, classroom management and self-assessment; (4) use of critical thinking strategies in bilingual/bicultural curricula; and (5) encouraging students to make use of community resources to test and strengthen newly-acquired language skills. A 16-item bibliography and a brief list of student texts are appended. (Adjunct ERIC Clearinghouse on Literacy Education) (MSE)