In this paper, Unconditional Positive Regard is presented as the primary condition of therapeutic personality change. Genuineness and Empathic Understanding are viewed as two contextual attitudes. The concept of the necessary and sufficient conditions for therapeutic personality change is reconceptualized in a way consistent with this view. The reconceptualization entails (a) genuineness being viewed as a therapist state of readiness that enables the therapist to better experience the client with empathic understanding of the client's internal frame of reference and to experience unconditional positive regard towards the client; (b) empathic understanding being viewed as the action state of the therapist in which the client is accepted as he or she is at any given moment. The understanding of the client's internal frame of reference by the therapist is viewed as the most optimal way for the client to experience unconditional positive regard; and (c) unconditional positive regard being viewed as the primary change agent in which the client's needs for positive regard and positive self regard are met and the actualizing tendency of the individual is promoted.