There is growing support for the view that real improvements in women's health will not be achieved until the issue of women's empowerment is addressed. However, if empowerment is defined as a grassroots political process which results in a redistribution of power in society, substantive examples of women's empowerment are few and far between. This paper argues that if the potential of the empowerment approach is to be assessed realistically, attention should be paid to the context within which grassroots movements emerge. To this end, a conceptual framework for the analysis of women's empowerment is presented. Applying the framework to a case study of women's organization in Visakhapatnam, India, the paper finds that a complex mixture of national, regional and local factors affect women's capacity for organization and political mobilization. This suggests that the scope for empowerment strategies may be highly place-specific.