The post-communist system in Eastern Europe will be distinguished by the quality of its civil SOCiety. The market will cast civil society's construction in one mold, but a democratic civil society will depend on the constitution of critical intellectuals, or the making of individuals with the inclination and capacity to understand their personal situation to reflect a public condition, and to understand the public condition as constituted through potentially transformed power relations. In order to illuminate this general process, this paper rethinks the distinction of intellectuals and considers two important cases of the making of critical intellectuals in pre-transition Poland. Physicians in 1980-81 and peace activists in 1985-88 illustrate how instabilities create opportunities for new groups of people to become critical intellectuals and how critical intellectual work can create new possibilities for social transformation. By illuminating these processes, this paper hopes to contribute to the expansion of critical intellectuality in and about Eastern Europe.