The Homeless Prenatal Program (HPP) is one of the first programs in the country to provide comprehensive prenatal services to homeless pregnant women. A formative evaluation was conducted in 1992, indicating that HPP is achieving its program goals of improving birth outcomes and transforming the lives of its clients. Results of the quali tative evaluation are presented, including HPP's service model and approach to empow erment. In this model, empowerment has two central tenets, derived from the special needs of women who are pregnant and homeless: the "mother-child connection," and the principle of "giving back."