Recent reformulations of health promotion focus on empowerment as both a means and an end in health promotion practice. Both concepts, however, are rarely examined for their assumptions about social change processes or the potential of community groups, professionals, and institutions to create healthier living situations. This article attends to some of these assumptions, expressing ideas generated during 6 years of professional training workshops with over 2,500 community health practitioners in Canada, New Zealand, and Australia. The article first argues that health promotion is not a social movement but a professional and bureaucratic response to the new knowledge challenges of social movements. As such, it has both empowering and disempowering aspects. The article analyzes empowerment as a dialectical relation in which power is simultaneously given and taken, and illustrates this in the context of health promotion programs. A model of an empowering professional (institutional) health promotion practice is presented, in which linkages among personal services, small group supports, community organizing, coalition advocacy, and political action are made explicit. Practice examples are provided to illustrate each level of the empowering relation, and the article concludes with a brief discussion of the model's educational and organizational utility.