This manual is designed to to teach people to use the statistical software S-Plus and to support the process of learning statistical concepts and methods. It covers both use of the graphical user interface and the SPlus command language (which is almost identical to the command language of R). Topics covered include descriptive and exploratory statistics, graphics, probability distributions, hypothesis-testing, the analysis of proportions, goodness-of-fit tests, contingency analysis, t-tests and their nonparametric equivalents, experimental design, analysis of variance and analysis of covariance, correlation, regression (including nonlinear and multiple regression), nested designs, mixed-effects models (including their use to analyze split-plot and repeated measures designs), and an introduction to computer-intensive methods and bootstrapping.