Power, powerlessness, and empowerment have come under increasing scrutiny in recent years. Traditional applications of power tend to be autocratic and autocratic power continues to be accepted extensively in society. Increased use of alternative kinds of power is hindered by lack of skills, lack of opportunity for use, and inappropriate norms which perpetrate autocratic power. For helping professionals, the exercise of power has increasingly significant implications both in personal living and in their professional assistance to clients. Both helper and client growth and development are continually affected by external exercises of power, most frequently by autocratic power, and by their individual ability or inability to use personal power in relating to others. Alternatives to autocratic and manipulative power can play an increasingly constructive role in a complex and rapidly changing world, and these alternatives can be learned. Empowering methodology can encourage increased individual self-assertion and provide opportunity for the fuller development of humanity with reduced use of violence. Learning constructive forms of power appears to require empowering methodology consistent with the learning goal. This document examines concepts of power and development of power in individuals, focusing on the process of developing empowerment models which affirm development of personal power and the exercise of power with respect for others. (NB)