The purpose of this paper is to develop a conceptual model in exploring the mediating effect of teachers' empowerment on transformational leadership and school effectiveness in Malaysian primary schools. As such, this conceptual paper was developed based on three theories: School Effectiveness Theory (Lezotte and Snyder, 2011), Transformational Leadership Theory (Leithwood and Jantzi, 1995) and Teachers' Empowerment Theory (Short and Rinehart, 1992). Upon extensive review on the past studies, seven dimensions of School Effectiveness, eight dimensions of Transformational Leadership and six dimensions of Teachers' Empowerment were identified to contrast this model.