Amidst the rhetoric of participation, evidence from some contexts suggests that the very projects and processes that appear inclusive and transformative may support a status quo that is highly inequitable for women. This paper attempts to address some of the questions and challenges surrounding participatory development, in terms of who participates, in what and on what basis, who benefits and who loses out. Highlighting some of the tensions that run through 'gender-aware' participatory development, it draws on empirical material from Africa and Asia to explore the gender dimensions of participation in projects, planning and policy processes. In doing so, it reflects on strategies and tactics that have been used in efforts to make participatory development more gender sensitive. Much depends, the paper suggests, on how 'gender' is interpreted and deployed in development settings. The pervasive slippage between 'involving women' and 'addressing gender' may be tactically expedient, but it provokes a series of questions about the extent to which current understandings of 'gender' in development mask other inequalities and forms of exclusion. Making a difference, the paper suggests, requires rethinking 'gender' and addressing more directly the issues of power and powerlessness that lie at the heart of both Gender and Development (GAD) and participatory development.