Since the 1940's, the city of Compton has experienced rapid demographic change and related shifts in power. Between the early 1940's and the late 1960's, the racial composition of Compton changed from being predominately White to being overwhelmingly Black. Another racial shift from Black to Latino began in the early 1980's. This study uses the case of Compton to examine the dynamics that influence demographic shifts and the tensions that arise in transitions from one power base to another. In addition, the study focuses on the effects of the changing power structures on the development of a dominant "professional" class and the influence of money granted from "outsiders". In comparing Compton's two distinct racial transitions of the 40's and 80's, evidence proved that there were both similarities and differences between the two demographic changes. Both transitions fit within a larger historical context. The influx of Black residents in the 40's related to national issues such as segregation in housing and other desegregation efforts. The shift from Black to Latino occurring from the 80's to the present has been influenced by national affairs such as immigration and by Southern California's economic decline. Additionally, my findings provide evidence that the demographical changes were also influenced by conditions within the city of Compton including, economic advancement possibilities, poverty, unemployment, and a failing educational system. Furthermore, my research has led me to explore similarities and differences between the racial shifts and how these may predict future alterations in the power structure, as well as the likelihood of increasing tension between groups involved in the racial transition.