(FORTUNE Magazine) – In a time of radical change like this, you have to keep up the momentum, but it's hard because people are so competitive and they're so scared to fail. One thing I've seen is people who are not participating at all, and you can tell they're thinking,"This is just a passing phase; I'll put my energies elsewhere." Or saying one thing and doing another, not putting their best effort in, going through the motions.

-- Brenda Barlick, Integra Financial

It has been so aggravating. Finally, in the last six months or so, we have been getting to the point where we're really changing how we do business. But it's taken years. Not weeks. Not months. On a day-to-day basis, it feels like bowling in sand.

-- Ben Powell, GTE Mobilnet

You try to keep saying, "Hey, this will work, this will be great!" And people look at you like you're an idiot, and you start to doubt yourself. It affects your home life. You get home and you don't have anything left for your family; you just want to be by yourself. Then one day you get up and you don't dread going to work, and you turn that corner, and then you hit another setback. So you think, "Is this worth it?" I've wanted to quit this job so many times in the past two or three years. Sometimes I lie awake at 2 or 3 a.m. and think, "How am I going to get these people to understand that there is no hidden bogeyman here? How am I going to do this?"

-- Steve Knox United Steelworkers of America Do you recognize these voices? Do they sound, maybe, a little like your own? Change is painful. Pushed to change the way they work, most people push back. Every change, no matter how innocuous or even beneficial it may seem on the surface, costs somebody something. In his new book, The Reengineering Revolution, MIT professor-turned-consultant Michael Hammer calls human beings' innate resistance to change "the most perplexing, annoying, distressing, and confusing part" of reengineering. And you thought redesigning processes was tough? Compared with tackling the human side of organizational change, it's an afternoon at Disneyland.

"The first principle is that resistance to change is natural and inevitable," Hammer writes. "To think that resistance won't occur or to view those who exhibit its symptoms as difficult or retrograde is a fatal mistake...The real cause of reengineering failure is not the resistance itself but management's failure to deal with it." If the problem were confined to a few hapless companies, it might not be so discouraging. Hammer says, though, that two-thirds of the reengineering efforts he has seen have crashed in flames, shot down by people's reluctance to go along and by management's--especially top management's--own ineptitude and fear.

Hammer has been crisscrossing the country giving a three-hour speech on all this to standing-room-only throngs of the change-weary. He doesn't claim to have a magic bullet, a cure-all guaranteed to banish people's dread of the new. Indeed, most of what does seem to work is pretty familiar by now: Empower people. Listen to their ideas. Constantly communicate the company's goals and how the brass expects to achieve them. Lead by example. Be consistent.

You've heard it all before. Trouble is, it's infinitely simpler to grasp and even champion these notions than it is to act on them. Achieving real change means responding to the stuff--including powerful emotions like fear and anger--that drives real human beings' behavior in real jobs. Most top managers have no experience at thinking about these things, and no desire to start now. But unless decision-makers are willing to acknowledge and address the full range of reactions to change, including the ones that are not rational, reengineering is an interesting theory and nothing more.

In the question-and-answer sessions after his talks, Hammer says, "executives often tell me that they just lack the intestinal fortitude to deal with people's complexities, with personalities, with feelings. CEOs and other senior people want to be liked, they don't want to be controversial. They see themselves as elder statesmen, not breaking legs, not going through this exhausting struggle." He adds: "We have a generation of senior executives who worked hard to get to be senior executives so they wouldn't have to work so hard. That just doesn't wash anymore."

If you find yourself in the middle of a large organization that is trying to transform itself, you know what it's like to be caught between the guy back at headquarters with the Vision and the troops in the trenches whose resistance seems ready to erupt into mutiny. How do you fight this two-front war, all the while making sure the point of it all-the Customer-doesn't get hit by the crossfire? Some companies, sweat-soaked and tear-stained and defi-nitely not unbowed, are succeeding at it. But nobody, least of all Hammer, Dr. Reengineering himself, ever said this was going to be easy.

To find out what's really gumming up the works, get people talking. Candor can be hard to come by, but often sheer desperation will make folks come right out and tell you exactly what it is about the new Grand Plan that sticks in their craw. Consider the case of Jaguar of North America. Ford bought the English carmaker in 1990 and spent a couple of years helping Jaguar reengineer its manufacturing to produce a more reliable car in far less time. "That was the easy part," says vice president of customer care Dale Gambill. The hard part began in July 1991, when Jaguar responded to falling sales and profits with a total reorganization, splitting North American operations into three pieces and shedding 33% of the staff. Survivors lost titles, fancy offices, company cars, and other perks they'd come to cherish. They also had to work harder, usually with different people than before.

Enter Gambill, intent on polishing up Jaguar's customer service, which was in too many cases pretty bad. Gambill thought the main problem was that dealers had come to distrust Jaguar and had thus lost enthusiasm for selling the cars. That was true. But when Gambill stood before a gathering of Jaguar managers to tell them to think harder about pleasing dealers and customers, he got a shock. "As soon as I started in on customer care, these people said, 'Hey, let's forget the customer for a minute here. You aren't taking care of us,' " Gambill says. "I hadn't realized how much pent-up frustration there was. These people spent two days venting. They said we had no clear vision for the future. They said we had too many competing sets of values among the departments. They said we never learned anything from our mistakes and were just constantly going around putting out fires. And they told me we had to start getting more customer-focused. I went there thinking I was going to do all the talking. I barely got a word in edgewise."

Gambill and Jaguar President Mike Dale reacted with a stratagem that has worked in other change-torn companies: Put the loudest dissenters in charge of solutions. Then, get out of their way. Over the past three years, employee involvement groups, called "egg groups" in a whimsical adaptation of the acronym EIG, have corrected so many of Jaguar's shortcomings that even dealers are pleasantly surprised. "I was suspicious and instinctively resisted the notion that Jaguar was finally getting serious about customers," says Martin Bennett, a plain-spoken Brit who owns Thoroughbred Motorcars in Nashville. "But they've really changed. They've convinced me." Customers appear to agree: Jaguar now ranks in the top ten of J.D. Powers's customer satisfaction survey, up from No. 24 four years ago.

Even so, Gambill personifies one of Michael Hammer's tenets for making change stick: constant vigilance. "Fear is still rampant here. And workload stress. And we still have passive resistance, people who think, 'What is all this bunk?' " he says. "So we have to keep at it, every day. But the people who are not 100% behind the new order of things are not out there leading the band against it anymore. At least we've gotten past that stage."

Even subtle resistance, though, can be a problem. Most dissenters won't stand up and shout at you that they hate what you're doing to them and to their comfortable old ways. Instead they will nod and smile and agree with everything you say--and then behave as they always have. Hammer calls this "vicious compliance, or the Kiss of Yes."

Some of the fault might lie with you as changemeister. You could be engaging in what Peter Scott-Morgan calls "unintentional hypocrisy." A consultant at Arthur D. Little who works with change-impaired companies, he argues that while "humans are amazingly adaptable, you have to make it logical for them to want to change." You have to get real. Who really gets the praise and recognition? Who gets promoted, and why? Might you, for instance, be ballyhooing the wonderfulness of teamwork--while still rewarding me-first-and-damn-the-team behavior? One thing that you can count on: Whatever gets rewarded will get done.

Take the case of Integra Financial, a $14-billion-in-assets bank holding company in Pittsburgh formed in 1989 by a turbulent merger. To encourage teamwork, Integra developed a carefully crafted system of evaluations and rewards to discourage hot-dogging, grandstanding, filibustering, and other ego games. The best team players get the goodies; the worst get a gentle dressing down. The results are impressive. Integra has grabbed market share from long-established regional rivals that until recently enjoyed a wide technological edge.

Brenda Barlick, a supervisor converted to the team ethos, shows the 1986 movie Hoosiers, starring Gene Hackman and Barbara Hershey, to colleagues who still don't get it. In the film, about a small-town high school basketball team, Hackman plays a coach with a problem: All his players want to shoot; nobody wants to pass the ball so that somebody else can score. The coach calls teaching teamwork "breaking the colts." Says Barlick: "We watch the movie and then we talk about it. People do get the point and, after all, this is not stuff that people don't already know. Sometimes it just takes a little push."

Sometimes those doing the pushing are amazed at how long and patiently they have to do so. Take GTE Mobilnet. Two years ago the Atlanta-based cellular-phone division of GTE began what it calls its customer connection initiative, with the goal of building a cellular-phone network that is tops in customer service. As a first step, the company appointed a task force of managers from across the U.S. to determine what was wrong with how Mobilnet did business. Instead of going back to their old jobs after they finished, most stayed on as full-time change agents reporting directly to President Ronald Grawert. They have become a sort of nine person SWAT team, swooping around the country to help local operating units work the bugs out.

Ben Powell, who had been a finance manager for Ohio and Indiana, learned that just because people say they want something doesn't mean they'll like it if they get it. "We got all their comments and listened to their questions, and we really tried hard to address their concerns," he says. "But when we went back and explained how things were going to change, they stared at us like, 'What have you done?' We sure didn't get any standing ovations."

In late summer of 1993, for example, Powell and his teammates began trying to persuade staffers at Mobilnet's 350 service centers around the U.S. to send new phones out the door with batteries already in them. "Instead of saying to the customer, 'Here's your phone, go home and charge it for eight hours before you use it,' the salespeople were really happy to be able to promise a phone that would work right away," Powell says. But the idea was a tougher sell for the service folk who had to install the batteries: "We've had to overcome their objections one by one, piece by piece, bit by bit." Here's what his team said, repeated, with variations, about 350 times: You can't see why you need to bother with this? Here are sales figures showing how much revenue we lose by making customers wait to use the phone. The average customer, like a kid with a new toy, calls everybody he knows from Boston to Baton Rouge when he first gets the thing, but only if it has a charged battery in it. Don't have room to stock all those extra batteries? We'll help you redesign your workspace to accommodate them. Can't predict how many of which battery you'll need on hand at any given time? We'll provide data to help you with those projections, and teach you how to use them. Can't afford any of this to come out of your operating budget? We'll fund it for you.

"When you meet this kind of resistance, the only thing you can do is just keep plugging away at it until there are no more excuses," says Powell, sounding tired, "and, after a year and a half, we're really just getting there now." In an industry that is growing 40% to 50% a year, with a high percentage of young, hyperkinetic employees and a go-go-go culture, Powell and his crew rely on sheer doggedness to make change stick. "There are no same-quarter paybacks," he says. "What you have to keep looking at is, what will it cost us long term if we don't do this?"

Sometimes the answer is all too clear. Ask anybody at Amoco headquarters in Chicago why the oil giant set out to remake itself five years ago, and they're liable to quote Samuel Johnson: "When a man knows he is to be hanged in a fortnight, it concentrates his mind wonderfully." Most of the oil industry had gone through a rigorous restructuring, eliminating 500,000 employees in a decade, but Amoco remained a high-cost producer, beset by bureaucratic bloat. The shadow of the noose loomed large. Still, as everybody knows, the nitty-gritty of cost cutting is not fun. Try telling workers on offshore platforms in the Gulf of Mexico that they not only have to learn new ways of doing their regular jobs but, by the way, will also have to start cleaning, sandblasting, and painting the rigs--all of the housekeeping chores that were once farmed out to subcontractors.

"The idea didn't go over too well at first," says field foreman Troy Mouret, delivering what must be the understatement of the year in a dry Cajun drawl. "We started it on one platform, and those people got a merit award for it. I went out there and took pictures and made a big deal out of it. Everybody else saw that it could be done. Now, nobody exactly likes it. But there is a certain pride. It's almost become a contest to see whose platform looks better."

It helped that Amoco had built a consistent record of credibility with its workers before asking them to do two jobs. Until the current reengineering took hold, the company insisted that if a storm knocked out production on an offshore rig, it had to be restored immediately--even if treacherous wind, waves, or lightning endangered life and limb. Now workers hear a different refrain: Wait until it's safe. Nobody believed that at first. Offshore-drilling boss Clive Fowler has hopped a helicopter out into the Gulf in gale-force winds to stand on a wind-whipped platform and tell his people that they are more important than the lost revenues from a day's drilling. "They can't always hear me over the wind," says Fowler, "but they can read my lips."

By any measure you could name, Amoco's reengineering has been a roaring success. Last year Amoco's return to shareholders was 18.8%, well ahead of its U.S. competitors. Still, Fowler and others acknowledge they have a way to go before every change they've tried sinks in. Fowler talks about the marathon effect: When the race begins, there are thousands of runners who won't reach the starting line for 20 minutes or so; that doesn't mean they'll never catch up to the leaders. Even after they've seen the need for change, not everyone in an organization can adapt at the same pace.

A major reason many companies don't keep nudging the slow runners along is that their chiefs lose interest in the race, rushing on instead to the next Big Idea. Quality circles, management by walking around, total quality management, downsizing, rightsizing, and now reengineering-they've succeeded one another in sometimes overlapping and contradictory fashion. The chronically trend-battered are likely to grow apathetic, resisting the next round of change even more staunchly than the last. Says Barry Spiker, a consultant at Mercer & Co. who specializes in helping companies create lasting change: "I sometimes wonder if the people at the top of most big U.S. corporations are afflicted with attention-deficit disorder. They don't stay focused."

The flavor-of-the-month approach to change, Spiker believes, is true transformation's most insidious enemy: "You foster an attitude in people that says, 'Oh, yeah, been there, done that, got the T-shirt, got the coffee mug, ho hum.' " Meanwhile, they haven't taken a really fresh look at their jobs in years, if ever, and aren't likely to do so no matter what anybody says.

The only way around this is to stay with one clearly articulated plan until all its stated goals have been met. Michael Hammer calls this "creating a sense of inevitability." In his lecture he uses the metaphor of a moving train: "A lot of people will stand in front of a train that isn't moving and trust or assume that it won't start rolling toward them. Very few people, on the other hand, will jump out in front of a train that is already barreling along at 80 or 100 miles an hour. In a lot of companies now, the thing is to get the train rolling."

Steve Knox, the local steelworkers' union chief in Massillon, Ohio, has given a lot of thought to what makes the train finally chug forward out of the station. He's had to. When CEO William Van Sant took over as chief operating officer of Lukens in 1991, the steelmaker's Massillon plant was in the midst of a 106-day strike so bitter that management hired round-the-clock bodyguards. A decade-long series of mergers, buyouts, shutdowns, reopenings, and layoffs, and a stint in Chapter 11, had made employees skeptical that anybody wearing a tie was ever going to play straight with them. As Vince Dalessandro, a stainless-steel roller at the plant, puts it, "For years we worked for unbelievable bastards." Today the Massillon plant has an innovative union contract that guarantees an unprecedented measure of job security in exchange for productivity and profit gains. Morale is high, and even the crustiest 30-year union veterans seem to believe that Van Sant is serious about turning Massillon into a state-of-the-art world beater.

Van Sant won over some doubters during the contract negotiations when he committed Lukens to building a new $57 million annealing line at Massillon, rather than at Lukens's non-union shop in Conshohocken, Pennsylvania. But union boss Knox has had to talk himself hoarse getting people to see that compromise and flexibility--giving up rigid job classifications, for instance, in favor of fewer and broader ones--are in everybody's interest.

"You don't do it by screaming at people. A lot of it you just have to do one-on-one, and you change a few minds here and a few there. It isn't like flipping on a light switch," says Knox with a sigh. "Little by little, people start listening. It gets contagious. They talk to each other. They see where we're going. Someday I think we'll look back and be proud. But you don't think of that at the time. You just try to get through one day and then another day and keep explaining and keep taking the fear out."

How do you know when you've succeeded at creating the sense of inevitability Hammer talks about? Maybe when people like Vince Dalessandro, a steelworker for 36 years, begin to come out with a few home truths: "Whenever you're trying to change people's thinking, there are naysayers. And you will always have a handful of them; you'll never get everybody. But most people here see that you only hurt yourself by being negative about the changes, because nobody is bigger than the company. No one person is bigger than what we're trying to do here."