This report describes a program for improving bilingual students' learning and thinking skills using the constructivist theory. It targeted bilingual high school students in a middle class, suburban Illinois high school. Students' learning and thinking behaviors were documented using methods that showed when and how they employed new learning and thinking skills. Analysis of probable cause data chronicled an extensive history of academic frustration for language minority students. Behaviors contributing to their educational difficulties and high dropout rates included low socioeconomic status, lack of English language proficiency, little previous exposure to formal education, segregated education programs, and parents with low levels of education. Reviews of curricula studies and instructional planning strategies revealed a lack of appropriate instruction and intervention methods and diminishing numbers of teachers suitably trained to meet students' needs. A review of research-based solution strategies, combined with analysis of the problem setting, resulted in the development of a two-strand intervention strategy: one to heighten students' awareness of their current learning and thinking behaviors and one to teach them new learning and thinking skills during authentic learning situations. Post-intervention data indicated increased student awareness of learning and thinking skills when placed in an authentic learning situation, although students' content assessments did not reflect dramatic growth. (Contains 43 references.) (SM)