Some areas of South India are exceptionally poor because they are agrarian, dry land farming communities dependent on uncertain rain. In addition, health, education and banking services of the government do not reach these communities effectively. The populations suffering the most are women and children. Since 1981, Bhooma Parthasarathy, a social worker and director of Thirumalai Charity Trust has developed an integrated rural development program delivered through women in these communities. The program presently reaches 100,000 people in Vellore district, Tamil Nadu, South India. It includes village volunteer-based health services, veterinary services, a large micro-credit program, micro-businesses by women, a domestic violence program, treatment and rehabilitation of children with disabilities, an alcohol rehab, and an AIDS program. Bhooma will talk about the development of the program, the challenges the program has faced in the last 20 years, the response of the community and its impact on changing the communities by empowering women