This paper describes how students are empowered in an action research project. The author argues that, given the opportunity, students are willing and have the ability to exercise their power to control their learning. In addition, the author contends that the more power students have in deciding what and how to learn, the harder they will work, the stronger their learning motivation will be, and the more they will gain in their learning. The experience gained in this project pointed to three important components of student empowerment efforts, i.e. empowerment through involvement, empowerment through partnership and empowerment through action research. Copyright © 1997 Taylor & Francis Group, an informa business.