(FORTUNE Magazine) – THE PARTY is winding down, but it's not over yet. I've come to Cambridge, Massachusetts, to observe the 40th reunion of the Harvard business school class of 1949. Celebrated as ''the class the dollars fell on,'' this group is famed for the CEOs it produced and the wealth it amassed. It's an October Saturday, getting on toward midnight, and as the White Heat Swing Orchestra ignites ''All or Nothing at All,'' tuxedoed MBAs in their mid-60s spin across the dance floor with their white-haired wives. Beyond the windows of the hotel ballroom, lightning flashes over the Charles River. Time for a few more dances before the lights go out. Gathered here for a four-day shindig are some of the luckiest men the world of business has ever seen, sated achievers long accustomed to power and deference. Of an all-male class of 656, some 575 are alive, and a quarter of these have come to the reunion. Everywhere you look, another corporate titan. Median net worth: $2 million. Having first arrived at the business school in their mid- and late-20s, most after service in World War II, these men 40 years later are looking retirement in the eye. Though not reflective by nature, the forty-niners have reached a stage of life that demands a certain amount of navel-gazing. And at the conclusion of some of the most impressive careers of their era, as they reunite with their truest peers, it's hard to think of a group better suited to reflect on success, family, wealth, and retirement. Asked to explain his class's extraordinary success, the typical forty-niner cheerfully concedes that success came easier in the boom times after World War II; not all believe they'd do quite as well today. The classmates exhibit a mix of robust self-confidence and vulnerability: Most seem uneasy about the murky questions that accompany the nearing prospect of death. But rather than worry too much about the meaning of it all, they enjoy a rowdy good time while the reunion lasts. Out on the dance floor Bloomingdale's CEO Marvin Traub, 64, foxtrots with his redheaded wife, Lee. They came in the midst of Traub's thus far unsuccessful effort to raise over $1 billion to buy the Bloomingdale's chain, and they brought party favors besides: Chanel perfumes. Not far away is Peter McColough, 67, pink-skulled with a fringe of white hair. CEO of Xerox until his 1982 retirement, McColough virtually created the $4.5 billion market for copiers -- then lost much of it to the Japanese. Gabbing together at a table nearby: Jim Burke, 64, who so admirably led Johnson & Johnson through the poisoned-Tylenol crisis; and perhaps the most successful forty-niner, Tom Murphy, 64, who built Capital Cities/ABC. Giants! Though the stock market had plunged 190 points just the day before, John Shad, 66, chairman of Drexel Burnham Lambert, is still here too. A self-made man whose career is a testament to plain Utah values, Shad seems to be the forty-niner his fellows admire most. He starts out, while attending college, as a riveter at Lockheed. Then he makes a fortune on Wall Street. Then, as chairman of the Securities and Exchange Commission from 1981 through 1987, Shad punishes the obvious corruption of his peers. He even agrees to donate over $20 million to endow the first courses on ethics ever taught in the 81- year history of Harvard's business school. (''Imagine being able to spare $20 million,'' says an admiring classmate, who sells bolts.) Finally, at Drexel, Shad works to reform the investment bank most culpable in the insider- trading scandals he helped expose -- and does it for free. Shad is donating his after-tax income from Drexel to Harvard. My weekend in Cambridge with these dignitaries is plenty educational. According to Frank Mayers, 67, retired chairman of Bristol-Myers's consumer products division, the old boys don't drink as much as they used to, nor stay up as late. If so, they must have been formidable in their prime. Surveying the room as he discourses on commerce is George Berman, 64, a strapping fellow with a shrewd twinkle in his eye. He is chairman of Unitrode, a $160-million- a-year semiconductor maker, as well as an adviser to the New York Stock Exchange. ''Business is making money,'' he said earlier, with what looked like intense satisfaction. ''It's not love or the American flag. It isn't fair. Fair is something you go to to look at the animals.'' -- THURSDAY. I fly up to the reunion with Frank Mayers, a small man with a deeply lined face. He spent the first half of his career in advertising agencies, then joined Bristol-Myers, maker of Clairol hair coloring, Ban deodorant, and Bufferin pain reliever. He supervised the memorable Clairol ad campaign with the tag line ''Does she . . . or doesn't she? Only her hairdresser knows for sure.'' Mayers says magazines initially refused to carry the ads for fear of offending audiences: ''In 1956, nice women didn't use hair coloring.'' WHEN MAYERS got out of Harvard there was no equivalent to the Wall Street jobs that enabled so many B-school grads of the Seventies and Eighties to make their first million before learning to shave. Things were different in the Forties: MBAs still used slide rules, if you can imagine that. Men who grew up during the Depression and came of age fighting World War II gratefully accepted starting salaries of around $3,600. Adjusted for inflation, that's equivalent to $18,000 today -- vs. $69,900 for a starting consultant from the class of 1989. Even then, it seems, many of the brainiest graduates of Harvard's elite business school preferred not to roll up their sleeves and produce real goods. The forty-niners figured the surest way to earn a secure living was to learn how to sell: Advertising and marketing were their glamour fields. Mayers remembers plenty of fun on his way up. At Harvard he had joined an in-crowd of ten or so classmates that included Murphy, Burke, and McColough. Several met as ''bathroom buddies'' -- so called because they shared common bathrooms in their dorms. Calling themselves the Group, they remain close friends to this day. Though as young men they danced and drank and gambled and stayed up late, the forty-niners' behavior was tame by today's standards. Drugs were almost unknown; sex was rarely more than a dream. Explains one classmate, now the CEO of a major public company: ''None of us were virgins when we married, but you had to work at those kinds of opportunities. The quality women wanted nothing to do with that, unlike today. Contraception was difficult -- in Massachusetts it was illegal. Somebody had to vouch for you to get you a date. I think most of the gals we married were virgins when we married them -- in the 70% range.'' Sipping orange juice on the plane, Mayers reflects on his past. ''As you get older, you wonder if you made any difference or not. If I say that what I did with my life is sell pain relievers and deodorants, it doesn't sound very worthwhile. You have to remind yourself we can't all be Albert Schweitzer . . . I have no regrets. Making millions of women look better with hair coloring is a contribution. Bufferin relieved a lot of pain. And if you get on a subway in 90-degree weather, you'll think that deodorant is a contribution too.'' Eventually we arrive at the reunion site: the Royal Sonesta Hotel, part of the luxury chain controlled by forty-niner Roger Sonnabend, 64. Gaunt and goateed, Sonnabend inherited the business from his father and built it from revenues of $57 million to $125 million a year. He says his public criticism of the Vietnam war during the Seventies won him a place on Richard Nixon's enemies list, a distinction of which he remains proud. Says Sonnabend: ''This class represents a segment of society that is very much in favor today but does not contribute adequately to the solution of our society's problems.'' At the class registration desk near the elevators on the hotel's second floor, reunion chairman and toastmaster Joe Amaturo faces a catastrophe: The lavish open bar he has arranged is around a corner and hard to find. Amaturo, a vigorous and engaging fellow who made his fortune investing in TV and radio stations, wants the fun to start right away. But the conviviality quotient by the registration desk is dismayingly low, as forty-niners pick up their nametags and trudge, slope-shouldered, back to the elevator. Amaturo brings ! his 40 years of business experience to bear on this problem -- and presto! Hotel employees whisk the registration desk around the corner, in clear sight of the bar. Within 15 minutes a lively cocktail party is in progress. Even with the booze there are sobering moments. One forty-niner, apparently a stroke victim, arrives in a wheelchair. His face retains its intelligence, he warmly looks his friends in the eye, but all he can say is, ''Ub-ub-ub-ub- ub.'' You can feel the chill of his classmates' fear whenever he passes. Relief from reveries of ruin and doom arrives in the person of an attractive, 60-ish woman in pearls. She reads the words FORTUNE magazine on my nametag and sidles up to me. ''You want to know the real scandal here?'' she asks, unsolicited. ''Second wives!'' -- apparently referring to this magazine's August 28 cover story on second wives of CEOs. The reunion's most notable new wife is not a second but a third: George Berman's Joan. She is a tall, sexy 43-year-old with one of those trendy hairdos-from-tomorrow that is sheared way up above the nape of her neck. Berman's pride in her is blazingly obvious -- this is one forty-niner who's not dead yet -- but the Barbara Bush set watches her with barely suppressed rage. According to a survey by pop sociologist Gail Sheehy, 88% of the forty- niners are still married to their first wives, most of them happily. My own impression, after hearing from some 60 of these men during and after the reunion, is that strong marriages seem at least as likely as fabulous careers to fulfill them. Stanley Greenfield, who founded Nicholas Publishing after a career spent largely at Ziff-Davis, speaks for many when he says, ''I'm a strong believer in sound marriage.'' He goes further: ''Marriage is the single most important thing in my life.'' Those who had downsized their ambitions to allow more family time seem content with the choice. Says John Hickey, one among 17 vice presidents of retailer Jordan Marsh when he retired: ''I never aspired to be a corporate giant, because trying to achieve that would have ended my being close to my family. There's a trade-off.'' Vincent Gregory Jr., retired CEO of chemicals producer Rohm & Haas, chose the other course. ''In my position you have to give up your personal life,'' he says. ''When my son was very young we were close, but when he was a teenager I was traveling a lot, and we drifted apart.'' Gregory reports that his family relations have improved since he retired in 1988. ! Least happy seem to be the divorces. Brewster Kopp, a wealthy partner in a Connecticut LBO firm, was divorced nine years ago. Says Kopp: ''Being a business person, being productive, is a lot of fun. There is great satisfaction, similar to a painter who produces a painting. But I would rather still be happily married.'' AFTER SUNSET, Mayers discreetly lures me away from the cocktail party to a suite upstairs, where the Group is holding an exclusive little get-together of its own. Almost everyone there is a Group member, including McColough; Will Hanley, a droll fellow in hornrims and tweeds who ran Elizabeth Arden for Eli Lilly & Co.; and John Muller Jr., the square-jawed founder and CEO of General Housewares. No failures here. The men are ribbing Jack Shad mercilessly about Harvard's decision to dedicate the business school's new physical fitness center to him. A cigarette smoker who isn't exactly thin, Shad is not what you'd call a fitness devotee, and his classmates find the irony hilarious. Accepting the teasing with good humor, Shad eventually changes the subject. He describes how the word ''consulting'' changes meaning as one grows older. ''For young MBAs,'' he says, ''being a consultant means big money. In middle age it means you're unemployed. At our age, it means you're retired.'' Returning after midnight from a head-clearing dinner, I'm snagged in the lobby by Buddy Hilbish, a prosperous Ford dealer from North Carolina whom I'd met earlier. Despite the shortness of our acquaintance, he and his pals welcome me as a long-lost friend and start ordering more drinks. When, hours later, I bid good night to these charming and warm-hearted folks, they are swapping giddy reminiscences about flying B-17s and B-24s during World War II. The experience of war gave many forty-niners an early maturity that contributed to their success. Listen to Paul Ames, a bearded former salesman for the real estate firm of Cushman & Wakefield, who started a second career as an actor a few years ago: ''I was a navigator on a B-24. It was sort of like suicide. We got hit five miles up over the Ploesti oil fields in Rumania. When I bailed out, the ripcord failed. I had to rip the parachute open with my hands in mid-air. When I landed, the Germans captured me and stood me up -- I thought to be shot. You can't imagine what that's like until you do it. Nothing scares you after that. Money doesn't scare you. I realized then you could be snuffed out at any time -- so seize the day.'' % -- FRIDAY. After breakfast, the first official session opens with a gorgeous, swelling fanfare of trumpets, the sort that leads you to expect the arrival of Richard the LionHearted, or at least Ivanhoe. But no: It's Joe Amaturo. His classmates laugh and clap and hoot like college kids at a football game. Amaturo, a born comedian, says a few choice words, then the trumpeters begin ''The Star-Spangled Banner.'' Suddenly serious, the men and women here rise as one. They sing the lyrics with feeling, many of them holding their hands to their hearts. A product of the Vietnam era, I feel left out, jealous of this marvelously uncomplicated expression of patriotism. Not being a sports fan, I haven't even heard America's anthem in so long I'd almost forgotten we had one. Then Amaturo returns, in his stand-up comedy mode: ''I don't know about you,'' he starts off, deadpan, ''but if I'd known I was going to live this long, I'd have taken better care of myself.'' That line gets the weekend's biggest laugh. The next act on stage is also a hit: a couple of men in their 80s who implore the forty-niners not to retire. Al Gordon, 88, and Marvin Bower, 86 -- the eminences grises of, respectively, Kidder Peabody and McKinsey & Co. -- urge instead an alternative they call ''redirection.'' Their idea is that work can prolong life, so the end of one's career should mark the start of some serious new effort, perhaps in public service. ''Redirection'' becomes the reunion's buzzword. Not everyone embraces the notion of a second career: McColough, for instance, says that after a strenuous life in business, he's happy to devote himself to such pursuits as sailing his 60-foot ocean yacht, Iaorana, and skiing with his sons. ''Despite what everyone says, somewhere around 60 or so you see life is finite,'' he observes. ''There are certain things you want to do -- and you'd better do them while you can.'' THE PARAGON of redirection is McColough's B-school roommate, Burke of J&J. Round-faced and button-nosed, still boyishly winsome, Burke started a new career as soon as he gave up the CEO job. He is chairman of the Partnership for a Drug-Free America, a nonprofit group that uses advertising in an attempt to accelerate the turn of public opinion against drugs. Its most familiar print ad, aimed at cocaine users, portrays a black youth sticking a revolver up his nose. ''I'm working more than I was before,'' Burke says happily. The reunion's next event is a lecture on estate planning that takes the wealth of the audience for granted. Sample tip: Cut your inheritance taxes by using IRS rules allowing tax-free gifts of up to $600,000 during your lifetime. The great majority of these men made their own fortunes. When Vince Gregory married in 1946, his fiancee used his silk parachute to make her wedding dress -- and Gregory had to keep flying without it. Even today, not all forty-niners are wealthy. Their $2 million median net-worth figure -- based on Sheehy's recent survey -- only hints at the distance from billionaire Lester Crown, probably the richest living forty-niner, to men who couldn't afford to travel to Cambridge, from the most accomplished CEOs to men who find themselves still floundering at retirement age. Surprisingly many forty-niners chose relatively low-paid careers outside business: One is an executive in the U.S. Postal Service, another was a public-school administrator, and several chose teaching or the military. That said, a number of forty-niners do consider themselves failures. After the weekend I talk to a number of classmates who didn't attend the reunion; on average, they were less successful than those who came. I was stunned to discover, for instance, an MBA -- the father of seven -- who had spent his entire career at a top FORTUNE 500 company but who said he was earning $19,000 a year when he retired. Says he: ''I don't go back ((to reunions)) because I didn't make the grade financially. My boss disliked me.'' Perhaps influenced by the Depression, which bankrupted many of their fathers, these men seem to value wealth far more for the security it provides than for the things it buys or the status it confers. While discussing the ultimate value of money, several forty-niners cited the fate of their classmate Marc Wallenberg, an heir to the famous Swedish industrial fortune and brother of Raoul, the diplomat whose disappearance during World War II caused a sensation. Wallenberg went into the woods with a hunting gun and killed himself at the age of 47, leaving behind a vast fortune. Stephen Jarislowsky, for one, regards his money as a burden. German-born -- he left that country at age 5 -- he moved to Canada after graduating from Harvard and started an investment management company. From initial capital of $100 it has grown to assets of $11 billion. As sole owner, Jarislowsky figures his fortune is worth over $200 million. ''What do you do with it?'' he wonders. ''You can't give it to the kids -- it would ruin their lives.'' Most forty-niners are much less wealthy, of course, and take a more easygoing approach. Few would disagree with a remark Traub made during the reunion: ''It's just as easy to be happy with a lot of money as a little.'' And for every McColough who gripes about the indignities that go with high corporate office (he cites, for example, the ''pain in the ass'' hotel managers who always insist on ceremoniously greeting travel-weary CEOs in their rooms), there is a Burke who seems to relish his perks. Immediately upon arriving at the reunion on Friday, Burke greets his pal Murphy with this presumably jocular proposal: ''I've got the plane waiting out at the airport,'' he says. ''Let's go to the beach.'' The plane in question is Johnson & Johnson's Westwind jet; Burke, who remains an employee of J&J, reimbursed the company for its use. Murphy and Burke stick around, and before long they join a panel discussion of takeovers and corporate ethics. Also on the panel are McColough, Traub, Jarislowsky, Shad, Gregory, Berman, and others of similar stature. The panel discussion is spirited, but despite mild objections by Shad and Jarislowsky, a rough consensus emerges: In takeover situations, managers' fiduciary duty to shareholders is not paramount; it should be weighed against the needs of employees and others. Led by Burke and McColough, most of the panelists argue vigorously that companies often should resist takeovers even when they can't produce as much money for shareholders as can the outside bidder. Panelists speak out for poison pills and golden parachutes. The audience, packed with managers, is friendly to these ideas, and the CEOs' sincere conviction is apparent to all. But to this journalist, who has witnessed enough takeover battles to have seen the brute selfishness of some top executives, the panelists' remarks add up to a blueprint that can be used for management entrenchment. The more so since in the real world, bathroom buddies and other like-minded CEOs so often meet in the small world of boardrooms: Muller of General Housewares on the Cap Cities/ABC board; Murphy of Cap Cities/ABC on General Housewares and Burke's J&J; both Burke and Murphy on IBM, and so on. By and large, though, the men of 1949 seem not to have abused the power they so jealously guard. Men like Burke and Murphy have performed splendidly, not only for themselves but for shareholders and their country at large. They have done so very well that one can't help but crave the secret of their success. < Here, then, is as much of it as I could learn, some of it useful, some not: -- GET A HARVARD MBA IN 1949. Not very helpful, perhaps, but crucial. Trained managers were scarce, the U.S. economy was poised for explosive growth, and overseas competition was nil. -- START IN THE MIDDLE. With the exception of Murphy, who ranked near the top of his class, most of the heavy hitters were so-so students at Harvard. Henry Brandt, who says he was the No. 1 student of 1949, seems disappointed by his career. A money manager who for some time served Warren Buffett as a stockbroker, he ended up a multimillionaire and a senior vice president of Shearson Lehman Hutton. ''That's nice,'' he says, ''but it's not the same as being head of Cap Cities/ABC. You never read about me.'' More vexing, in 1982 he sold over 1,500 of his family's shares of Berkshire Hathaway, Buffett's amazingly successful company, for about $11 million less than they are worth today. Worst of all, he later discovered that a Buffett company bought those shares. Says Brandt: ''I am very embarrassed about that.'' -- TAKE RISKS. The men who sought security generally got it and not much more. Many of the successful forty-niners, including most Group members, are inveterate gamblers. McColough gambled on an unknown company called Haloid, which flowered as Xerox. Murphy joined Cap Cities when it owned one dinky TV station in Albany, New York. -- FIND A MENTOR. Hardly anyone who made it big did so without a leg up from someone. Cap Cities founder Frank Smith, a friend of Murphy's father, tried to teach the young MBA everything he knew about broadcasting. When Smith died in 1966, Murphy succeeded him at 41. Burke, according to a friend and classmate, probably skipped years of ladder climbing by making friends as a young man with Bobby Johnson, son of Johnson & Johnson's CEO. -- NEED TO SUCCEED. The class winners didn't waste their energy on self-doubt or ambivalence. They figured out what they wanted early in life and worked relentlessly to get it. -- GET DOWN ON YOUR KNEES AND PRAY. The forty-niners seem to derive great strength from their convictions, which include belief in country, marriage, and ethical behavior. At last count, 85% said they believed in God. -- AND SELL, SELL, SELL! Many of these men started out as salesmen: Traub at Macys, Burke at Procter & Gamble. The most successful never stopped selling. As George Berman said, business is making money. Important as it is to these men, money decidedly isn't everything, a view that perhaps has given the men of '49 some perspective on life. Next time the stock market plunges, don't rush back to the office. Grab someone you love, and dance.