This paper proposes a framework for how empowerment can be conceptually understood and operationally explored. It makes recommendations for forthcoming areas of work within the POVNET Work Programme on empowering poor women and men to participate in, contribute to and benefit from growth. The full Terms of Reference are in Annex B. In responding to our terms of reference the authors have sought to introduce ideas and evidence from latest publications on this theme, combined with findings from our own research. We understand empowerment happens when individuals and organised groups are able to imagine their world differently and to realise that vision by changing the relations of power that have been keeping them in poverty. The implications of this understanding can be explored through the different facets of „social", „economic" and „political". These are conceptual tools for identifying complex and mutually dependent processes that development actors can support and facilitate for achieving pro-poor growth. We pay particular attention to „economic empowerment" as an entry point because of the considerable research that POVNET can draw upon to synthesise and disseminate what has been learnt about how changes in one sphere of relations – for example in relation to financial institutions enabling people to procure loans - may not necessarily trigger changes in another sphere such as in local politics or within the household. Without such broader processes of change, changes in just this one sphere may be easily reversible. Donors can play a useful role in helping design such interventions so they may have a helpful multiplier effect in other social and political spheres leading to pro-poor growth. Empowerment – „power within" and „power with" – generates collective action for reducing societal inequities, securing more equitable access to labour, land and financial markets and the development of more responsive and accountable state institutions. These in turn contribute to further processes of empowerment, for example through strengthening the conditions for a productive population by delivering public services that connect to people"s needs and wishes, through legal changes to social and political status and through social protection measures – all of which shape patterns of growth that are inclusive and equitable, with the potential for creating a virtuous cycle of empowerment with higher state revenues from a skilled, taxpaying workforce that has an investment in the society it is helping shape rather than being shaped by.