(FORTUNE Magazine) – "In Boston," Mark Twain wrote in 1899, "they ask, 'How much does he know?' In New York, 'How much is he worth?' In Philadelphia, 'Who were his parents?'" In Seattle, 100 years later, they ask, "Did you say latte or cappuccino?"

Seattle is Fortune's choice as the best city to balance work and family life. It's a selection that may send the rest of the country into spasms of outrage. "Not another Bill Gates story!" they'll shriek. "I never want to read about Starbucks again," they'll squeal. "Isn't it wet there all the time?" they'll protest. "Shut up," we'll say gently. This is not just another list of great cities for doing business. It's our selection of cities where you can do good work and have a life. An affordable life. A safe life. A profitable life. Maybe even a wonderful life. Denver, Philadelphia, Minneapolis, and Raleigh-Durham complete the top five U.S. cities (Toronto and London rank highest internationally), but no other metropolitan area combines favorable working and living conditions as well as Seattle.

Seattle may be the only place in America where athletic events are rarely called because of weather. Parents stand in pouring rain, and sometimes sleet, to watch their children play soccer and baseball. After all, if games were canceled on account of wet weather, no one would ever play. So it rains. But get this: The temperature drops below freezing more often in Dallas (41 days last year) than it does in Seattle (32). And only Buffalo, among major U.S. cities, had fewer (two) 90[degree] days than Seattle (three).

If Seattle's No. 1 spot on our list angers you, some of our other selections may raise your eyebrows--right to the top of your forehead. Washington, D.C., is certainly an untraditional choice for a business list. And the presence of Nashville and Milwaukee, not to mention the absence of New York, may seem odd.

This is all true. But in compiling our list of the Best Cities for Work and Family--the full rundown appears on the four-page bonus foldout--we looked at quantitative measures that contribute to the quality of life: the incidence of crime, the quality of schooling, the availability of culture (welcome, Milwaukee and Nashville). We investigated not just the comforts of suburbs but their accessibility. Life in a shady 'burb where all roads lead to Ozzie and Harriet's house is not so wonderful if you have to spend hours in traffic getting there. (Hello, Washington; good-bye, New York.)

We looked at the number of doctors and at the amount of money state and local governments take out of your check, figuring that death and taxes remain key quality-of-life indicators. We asked the cost of a martini, the price of real estate, and the fare of a first-run movie. For over 100 cities, we developed a quality-of-life profile--a way to judge practical comfort--that we balanced against a series of quality-of-business indicators. We threw all the information into a database, contacted 650 high-ranking executives, and came up with a list of 20 winning cities--15 domestic and five international. Try as we might, there was no way to keep Seattle off the top.

Fortune created its list of Best Cities for Work and Family in partnership with the Business Location Services practice of Arthur Andersen. Andersen used four research methods: (1) a survey of executives worldwide, (2) a survey of economic development organizations for major cities, (3) an invitation to ambassadors and governors to nominate additional cities for consideration, and (4) independent research done by Andersen's offices around the world.

The information was analyzed to select cities that satisfied basic business location needs--and also offered first-rate environments in which to raise a family. Fortune made the final ranking decisions, incorporating the results of Arthur Andersen's work with information and analyses supplied by writers and researchers worldwide. For a copy of Arthur Andersen's research highlights, call 800-861-7041 or fax your request to Dan Malachuk at 212-708-5617.

1. SEATTLE: YOU GET THE SUN IN THE MORNING AND THE SUN AT NIGHT.

Cliff Stocks has a problem. As director of business development for ICOS Corp. in Bothell, Washington, just north of Seattle, he doesn't have a lot of free time. "I don't get out much," he says. "Three to five times a week, I take a late-afternoon break on my blades and come back in to work. The rest of the time I'm here."

Pity.

The restraints of corporate life in and around Seattle are so severe that Stocks can only look with envy at some of his younger colleagues: "They arrive at work with kayaks on their cars. They leave the office at 5:30 and are in their boats by 6:30. And they have a whole evening in front of them: In the summertime, it doesn't get dark until about 10:30 at night. That's a great day." Meanwhile, Stocks is tied to his desk, with the blade break his only relief. It could be worse: His daily commute is eight minutes each way. He has co-workers who spend 40 whole minutes traversing two bridges and a freeway.

You've gotta hate Seattle. Kayaking, skiing, mountain-biking, plain-old biking, hiking, blading. Then comes the weekend and the end of this tedium called work.

Ask people in Greater Seattle what they don't like about their city, and they come at you, right between the eyes: "Narrow bridges," they say. This is a place where people take a ferry to work while the rest of us stand cheek to cheek on a bus. Their vision of obsolescence is Ken Griffey Jr. turning 27 in a few weeks. But even that's tolerable, because the next-best baseball player in the universe--shortstop Alex Rodriguez--is theirs too, and he's just 21.

Does it rain a lot? Sure it does. "And it makes everything really green," Stocks reminds you. The climatological condition that really matters for these folks is "days of unhealthy air." Seattle had zero last year.

The median household income is almost $47,000, trailing only Washington, D.C., and San Francisco. On the other hand, Seattle's cost-of-living index is well below that of not just Washington and San Francisco but also New York, Boston, Los Angeles, and Chicago. Seattle's people are safe and well educated. The city scores low in national surveys of violent and property crime, and high in the percentage of the population with bachelor's degrees (33.9). For those who'd rather drink than think, there are more places serving booze in Seattle than in Houston, Detroit, or Pittsburgh.

If you want to do business in Seattle, the area gets high marks for its skilled labor, its accessibility, its business infrastructure, and its growth potential. Business space is still reasonably affordable. In livability terms, the only category where Seattle's scores are average is the commute to work. (Ah, those narrow bridges.)

You've gotta hate Seattle ... but only if you're not lucky enough to live and work here. After all, there's more to the city than Microsoft and Starbucks. Some say it's possible to talk about the place without mentioning either one.

2. DENVER: 300 SUNNY DAYS A YEAR.

"I'm sitting here looking out my window at the mountains. We can leave at four to go hiking and biking." If Ed Szydlowski has you looking forlornly out your window for the Rockies, think about a move to Denver. Everyone else is. Since 1980 the Mile High City's population has grown by 30%, to 1.9 million, and it shows no signs of slowing; 1996 marks Denver's ninth consecutive year of job growth. The city and state governments have earned rave reviews from executives for being proactive in tackling civic problems and pro-business in attracting companies to the region.

But when people talk about why they move to Denver, the answer always comes back to lifestyle. Here you can have a life outside the office, and even when you're in the office, you're surrounded by some of the country's most breathtaking natural beauty. Says Szydlowski, a first VP at Merrill Lynch: "The environment makes people more enthusiastic. I think being outdoors increases productivity." (Hey, New Yorkers, try that one on your boss next time you want to eat lunch in the park.)

Because great skiing is only an hour and a half away, many people don't realize that Denver is not actually in the mountains but rather on a plain. Temperatures remain relatively mild, with winter highs averaging 45 degrees. And Denver has over 300 sunny days a year, a boon to moods if not to productivity.

For years residents had to make a tradeoff between quality of life and economic opportunity. The city was dominated by the oil industry and offered little else in the way of jobs. Now oil makes up only 1% of the job base, and Denver is a full-fledged telecommunications and technology hub, thanks to TCI, US West, and, most recently, Sun Microsystems, which is building a major R&D center in the Mile High City.

Cultural opportunities have followed--the "Plex" arts center has a symphony, a ballet company, and performance space for touring shows. LoDo, or lower downtown, draws crowds to turn-of-the- century warehouses that have been converted into shops and restaurants. Even Denver's prime neighborhood, the Country Club/Cherry Creek section, is located very close to downtown, which makes the city feel like a cohesive unit rather than a sprawling collection of 'burbs.

Denver has the cheapest Class A office rental rates of our top 15 cities--that's terrific news if you want to move your business here lock, stock, and fax machine. But you'd better move quickly while it's still a renter's market. If Denver's magnetic attraction continues to lure all kinds of businesses, Class A space is likely to take on Class A costs.

In fact, the city already is beginning to realize some of the consequences of its growth and popularity: Traffic is getting increasingly snarled, and air pollution, a big problem in the 1980s, could threaten again. The question is whether Denver will be able to handle steady population growth without sacrificing the quality of life that brought everyone here in the first place.

3. PHILADELPHIA: NEW MANAGERS BRING NEW LIFE TO AN OLD CITY.

Not long ago, Philadelphia was a town of stunted buildings (none could be higher than a statue of William Penn) and vaunted families (who all had been around for generations). Today office towers are filling up with a new breed. "Companies have brought professional managers to the city," says Nicholas DeBenedictis, chairman and CEO of Philadelphia Suburban Corp. "And the good news is that they're staying. After their employers ask them to move on to the next place, they're staying here. They like the city. They like the shore. They like Philadelphia."

No one has done more to make Philadelphia livable--if not, in fact, outright lovable--than Mayor Edward G. Rendell. He took over a nearly bankrupt city in 1992 and quickly brought into line the overblown labor costs of the local unions. He also rallied the local business community. After Philadelphia native Walter Annenberg came up with $50 million to fund an investment in the city's public schools, Philadelphia business people responded with $100 million in matching contributions. There have been boosts to the economy from new sources as well. Medical schools and teaching hospitals have encouraged the growth of pharmaceuticals companies, which in turn have nurtured related medical technologies.

The cultural life of the city is changing too. Just as Philadelphia relied on its oldest families for guidance in social, political, and economic matters, so it depended on "the nation's most historic square mile" as its primary appeal to outsiders. A $250 million Avenue of the Arts program seeks to end that dependency. The city is building a new concert hall, new theaters, new performance halls. "The concept of cultural tourism is giving Philadelphia new life," says Bruce Nichols, president of Museum Catering Co., the supplier of food services to the University of Pennsylvania Museum, the Museum of American Art of the Pennsylvania Academy, and the Institute of Contemporary Art. "When the city's new Pennsylvania Convention Center opened in 1993, Philadelphia, at long last, had a place to bring large groups of people. Getting them here was one thing. Giving them something to do was another."

At the Cezanne show this past summer, visitors had plenty to do. Ticket holders were offered the opportunity to piggy-back their visit to the art museum with related shows at the Pennsylvania Academy and the Barnes Foundation collection of Impressionist art. The museums, florists, restaurants, caterers, hotels--virtually anybody who does anything for people on the road--prospered.

"We're not New York. We're not Washington," says DeBenedictis. "We're somewhere in between. And, perhaps because of our Quaker tradition, we've always been a bit quiet about who we are." Philadelphia promises to get a good deal noisier as more people arrive for both business and culture.

4. MINNEAPOLIS: THE TWIN WITH THE TONIEST LIFESTYLE PERKS.

There's a lot more to Minneapolis than the Mall of America. It is the cultural and business hub of the Midwest and, say those who live here, a great place to raise a family. The city has 153 parks, many with lakes, where you can indulge every fresh-air whim from ice skating to rollerblading. The presence of St. Paul across the Mississippi means a double dose of culture. For while outsiders may think of the twin cities as one, to locals they are distinct places with separate orchestras, theaters (Minneapolis claims the world-famous Guthrie), and performing arts groups. Indeed, Minneapolis-St. Paul is second only to New York in the number of its theater productions. In spite of Minneapolis's homogeneous, somewhat uptight reputation, it's also home to a vibrant music scene that spawned groups like Soul Asylum and Prince, who still lives and records here.

No discussion of Minneapolis would be complete without mentioning the weather from December through February. It's bone-chilling, with highs that often barely reach the 20s. People tend to stay indoors; when they do venture out, they can use five miles of skywalks that connect the downtown buildings of such companies as Pillsbury and Dayton Hudson.

But the intimidating weather has helped the city's quality of life to remain a well-kept secret. Says Ken Kuhl of Arthur Andersen: "If Minneapolis were farther south, it would be overrun."

5. RALEIGH-DURHAM: THE BEST BET TO MAKE A "BEST" LIST.

Listmakers love this place: In just the past six months, it's made the hit parade as one of the ten "Best Cities for Working Moms" (Redbook), one of the "Coolest Cities for Young People" (Swing), and one of the "Top Five Cities to Raise Kids" (Child). Even the American Hiking Society was impressed: Last May it named Raleigh-Durham one of the best urban areas for hiking.

Locals like to brag that their cities are cultural and intellectual magnets, places where the average IQ goes up every day. For businesses, that means plenty of skilled people in the work force. And compared with other parts of the country, that labor comes reasonably priced. A healthy business infrastructure and low office rents also work to Raleigh-Durham's advantage. But because the area is attracting people from all over the country, it's picking up some of the problems that vex other regions. Traffic, for instance. At rush hour, the Triangle has all the automotive charm of New Jersey. In other, less demonstrable ways, however, the area seems to be keeping pace with its expansion. For instance, according to a recent American Medical Association survey, only Boston had more doctors per 100 residents (5.69) than Raleigh-Durham (4.94).

Raleigh-Durham is not an easy spot to get to. But its relative isolation translates into low crime rates, a low cost of living--and high visibility on even the most up-to-date magazine list.

6. ST. LOUIS: 'TWEEN CITY, NEITHER TOO FAR EAST NOR TOO FAR WEST.

Don't look here for outre. St. Louis is not a place of extremes, which is just as it should be for a city in the middle of the country. Convenience it does have. "I was relocating, needed access to other parts of the country, and looked at a bunch of places," says Tom Kelly, president and CEO of Mercy Health Plans. "Cities like Cincinnati, Atlanta, and Dallas. I chose St. Louis because it has all the fine attributes of a midsize city: Good housing. Good schools. Enough educational and cultural amenities to make it interesting. It's a city that is both fun and affordable."

People in St. Louis like a night out on the town. No, they don't have Broadway. But they do have plenty of cultural opportunities, as well as the knowledge that they'll get home safely after a night at the theater: St. Louis had the lowest violent-crime rate of any metropolitan area, according to a 1995 FBI report. (Eat your heart out, Rudy Giuliani.)

A difficult climate--hot and humid in summer, cold and wet in winter--can make St. Louis uncomfortable to a newcomer. And that's not the only problem. While there's no mistaking its business and civic energy, that boosterism can manifest itself in a definite chilly edge to outsiders. Business leaders in St. Louis tend to be natives, not newcomers. Lambert St. Louis International, the world's second-fastest-growing airport (over 1,400 daily flights to 113 cities), is one of the city's strongest selling points. And it makes it just as easy to get out as to get in.

7. CINCINNATI: RELAX. SCHOTTZIE CAN'T VISIT EVERY FRONT YARD.

How can you argue with the likes of Procter & Gamble, Kroger, and Federated Department stores? These Fortune 500 companies have helped keep the Queen City regal with their weighty corporate presence.

But the main attraction here for families is the low-stress atmosphere and low cost of living. As long as Marge Schott's not your neighbor, Cincinnati is a friendly, kids-in-the-front-yard kind of place. The public schools have earned national acclaim, and commuting and crime are not the worries that they are in other comparably sized cities. And, hey, you can't go wrong with a city that's the world's leading producer of playing cards.

Two years ago the airport, right across the river in Kentucky, was expanded and refurbished, creating a Midwest hub from which you can fly to nearly 100 destinations. This has been a big draw for business, making Cincinnati almost as accessible (although not nearly as crowded) as Los Angeles.

8. WASHINGTON: GET (A LIFE) OUT OF TOWN.

The idea of putting Washington on a list of best places to live and work seems as fanciful as putting an Army commissary on a list of nouveaux cuisineries. But the city of Washington has been visible largely through the activities of Mayor Marion Barry. And that, in turn, is like damning all chicken dishes because of one lousy bucket of wings at the mess hall.

Public education, safe neighborhoods, and district government are problems in downtown Washington every bit as real and bad as Barry's reputation. But you don't have to live in the heart of Washington to take advantage of its vitality. In fact, you probably shouldn't. A reasonably flat suburban housing market means that there are deals to be had. And with that housing comes the kind of quality public education no urban environment can match.

Want a job? Again, get out of town. There's a vigorous, highly energetic private sector along Interstate 270 that just wasn't a part of the business climate ten years ago. "It's grounded in an exception to the rule that economic success must be tied to the government," says Bruce W. Sanford, a Washington lawyer. "There are a number of technology companies and high-tech firms that have little to do with the government--in a metropolitan area where, not long ago, technology existed only to feed the Defense Department's need for computers."

Traditionally, Washington has been an ideal place for two-income families. While it may not be a major corporate headquarters city, every major corporation has a presence here--or hires one. Washington continues to attract the best and brightest youth from all over the country to come work for their congressperson. Not all those kids want to go home to Hooterville after they've had a whiff of M Street.

9. PITTSBURGH: WHERE THE OLD MONEY STAYED AND STILL PLAYS.

Once upon a time, Pittsburgh was all soot, steel, and Steelers. But the smokestacks have given way to glass towers as the city has gone from working class to classy. It has a first-rate symphony and opera as well as an active theater community. Pleasure boats cruise its three rivers. Ashore, there are 134 golf courses in a 30-mile radius. The airport, third largest in the U.S. with 575 fights daily to 113 cities, is only 15 miles from downtown.

Affordable and safe, Pittsburgh has the lowest property-crime rate in the country and one of the lowest violent-crime rates (trailing only St. Louis in our top 15 cities). A first-run movie costs about one-third less than in New York City, and if you want a drink on the way home, the $3.75 martini is 45% off the price of a comparable cocktail in Atlanta.

Some curious statistical quirks suggest that Pittsburgh is still a city in evolution: The percentage of workers employed in executive/managerial positions is among the highest in the country. That makes sense in a metropolitan area where the median age (38.2) is the third oldest in the country (behind Tampa and Cincinnati). But despite the heavy presence of executives, Pittsburgh lags behind most comparably sized cities when the measure is median household income.

"World Class City with a Small-Town Feel" is how Pittsburgh bills itself. As a home to eight Fortune 500 companies, it still has plenty of economic strength. It's just that in the new Pittsburgh, only 3% of the work force earns a living producing primary metals.

10. DALLAS-FORT WORTH: THE DASH MAY BE THE ONLY THING THEY SHARE.

Dallas-Fort Worth, though you can't tell from a map, is at the edge of America's mythic frontier, a place where southern tradition gives way to a more untamed land whose past is firmly rooted in the Wild West. Stroll through Dallas's tree-lined streets, and you could easily be in Atlanta. The mood is Southern and very cosmopolitan. It's an image the city tries hard to cultivate. However, go next door to Fort Worth, and there's no denying you're in a former cowtown. Residents are proud of their wildcatting heritage and flaunt their cowboy style. Dallas-ites consider themselves way above that.

In spite of their differences, the two cities frame a sprawling web of business centers and suburbs boasting 14 Fortune 500 companies, only one of which, Exxon, is an oil concern. The diversified industry base includes J.C. Penney, AMR, Kimberly-Clark, and several tech companies like Tandy and Texas Instruments.

Dallas is definitely a suburban sort of place. There's not much to do downtown at the end of the workday--commuters tend to slog home through the traffic to nearby neighborhoods such as Highland Park or the more outlying towns of Plano and Richardson. A regional rail system has slowly begun to alleviate some of the congestion. Although Dallas has its share of larger-than-life figures--Ross Perot, Trammell Crow, and Mary Kay Ash, to name three--the locals pride themselves on their friendly, down-to-earth natures. Believe it or not, J.R. Ewing is in the minority here.

11. ATLANTA: GREAT SUBURBS, LONG COMMUTES.

Atlanta commuters had better keep their cell phones charged. It already takes them longer to get to and from work than commuters in any other metropolitan area. And it's going to get worse. Atlanta's labor force keeps growing--thousands of people are moving to the city every month--and the city doesn't have the authority to build more roads.

The good news is that Atlanta remains a first-class place to live and work, once you reach your destination. Neighborhoods are safe. The city teems with cultural amenities and recreational activities. You'll get whacked if you want a drink (Atlanta has the country's priciest martini), but you're likely to find some pretty smart cocktail companions (it's a great university town). Weather is another Atlanta advantage. Last year the city had just 28 days above 90[degrees], and 57 below freezing. Finally, if the commute gets you down, there is relief: Only Chicago and New York have more flights in and out of town every day--great news ... as long as you make it to the airport in time.

12. BALTIMORE: URBAN REDEVELOPMENT BEGINS TO COUNTER URBAN DECAY.

For many years, it seemed that Baltimore's glory would be left for the history books. As in many Eastern cities, urban decay and a loss of blue-collar jobs had turned downtown Baltimore into a shell of its former self.

Fear not: There's a sweet side to the city where saccharine was discovered: Massive urban-renewal projects that started in the 1980s, such as the widely praised Inner Harbor, have helped put Baltimore back on the map. It still has drawbacks: Among our top U.S. cities, Baltimore has the highest violent crime rate. There are neighborhoods that consist of little but abandoned buildings. And after a failed attempt to turn over management of public schools to a private company, education remains a major problem.

The good news is that Camden Yards, the Orioles' new home, has brought life to a rundown warehouse area. Renovated row-house neighborhoods such as Federal Hill and Fells Point have drawn residents back to the center of town. In addition, suburban Baltimore continues to be a pleasant, affordable place to raise a family. Real estate is reasonable, and the cost of living here is close to the national average, something that can't be said of Baltimore's rival to the south, Washington.

Johns Hopkins University, with its renowned medical center, has been a tremendous asset to the city. Largely because of its presence, Baltimore is gaining a reputation as a top research center, particularly in biotechnology. Robert Gallo, co-discoverer of the AIDS virus, chose to relocate his labs from the National Institutes of Health to the University of Maryland's Biotechnology Institute in Baltimore.

As the gateway to the Chesapeake Bay, Baltimore has great sailing and great seafood. If the six o'clock news gets residents down, they can head over to the Cross Street Market to eat some crab, drink a beer, cheer for the O's, and watch Baltimore come alive.

13. BOSTON: EVEN WITH THE CURSE OF THE RED SOX, A GREAT PLACE TO LIVE.

"What makes Boston different from other large cities is its sense of community--its walkability, its livability, its sophistication, its sense of scale," says Ira Jackson, BankBoston executive vice president, as he drives through the city's Back Bay. "We've got diversity in culture, education, and geography, all on a scale that's appropriate. We feel part of an extended village, not a sprawling city."

For decades, residents of Boston have congratulated one another on their city's livability. They mention concerts on the Esplanade, lectures at the universities, and sailing on the Charles River, at the foot of Beacon Hill. They talk about the parks that pop up in neighborhoods throughout the Greater Boston area, teasing the city's youth with dreams of playing on a hometown baseball team that will never win a championship. Hey, Boston is so livable that it's even a great place to get sick: It has more doctors per 100 residents (5.69) than any other city in the country.

While the neighborhoods are safe and the commute to the urban environs reasonably comfortable, Boston does have some big-city problems. The public school system is still troubled, and the cost of living is high. A business that settles in Boston will find an infrastructure that encourages growth; it will also discover an expensive work force.

But Boston is a place where problems are solvable. "The Red Sox will always break your heart, and the winters will always be tough," says Jackson. "But if you can't make change happen in Boston, you can't make it happen anywhere."

14. MILWAUKEE: WHO NEEDS MORE THAN BEER AND CHEESE?

There are those in Milwaukee who object to its typecasting as a city that offers nothing but beer. They respond with a single word that demonstrates, they say, their city's true versatility: cheese.

Even though it enjoys international renown for its suds and dairy products, Milwaukee always seems to suffer in comparisons with Chicago.

It shouldn't.

Begin with its Fortune 500 companies: Northwestern Mutual Life (No. 111), Johnson Controls (No. 160), Manpower (No. 241), and Roundy's (No. 490). Move on to livability. Milwaukee is at least the match of its more visible neighbor. For starters, its violent crime index is five times lower than Chicago's. The average commute in Milwaukee is almost 20 minutes shorter. In Chicago, you pay $6 for a martini; in Milwaukee, $3.50. The first-run movie you watch in Milwaukee costs $6.15; in Chicago, $7.50. Over and above the martini and movie prices, the cost of living in Chicago is almost 20% higher.

Milwaukee likes to tout its public parks, its downtown Riverwalk development, and the quality of its public schools. The city's business community is a particularly strong supporter of education. Its PAVE (Partners Advancing Values in Education) program provides $4 million a year for a school-choice program. And the Metropolitan Milwaukee Association of Commerce has a $13 million college-scholarship program of its own.

15. NASHVILLE: LISTEN TO THE SWEET MUSIC OF A HEALTHY ECONOMY.

Nashville has come a long way. It's joining the ranks of the Atlanta wannabes, dreaming of success as a top-tier city with a diversified economy that will finally start earning it some respect.

Although it still bills itself as Music City, we are not talking about your grandpa's Hee-Haw. Nearly every major record label has an office in Nashville, and Gaylord Entertainment has created an empire of country music, including the Grand Ole Opry and the Nashville Network, that generated revenues of $700 million last year.

Nashville has also become a leading health care center, a role that was cemented when the peripatetic Columbia/HCA relocated here in 1994. With all this business activity going on, Nashville's position as state capital is often eclipsed. But state government brings an added stability to the area, as well as offering additional job possibilities.

In addition to evaluating the workability (and livability) of U.S. cities, FORTUNE and Arthur Andersen teamed up to conduct a comparable evaluation of international cities. The methods were much the same, refined to meet the different standards of an international audience. Toronto heads our list, followed by London, Singapore, Paris, and Hong Kong.

1. TORONTO: HOW CAN YOU FAULT THE SAFEST CITY IN NORTH AMERICA?

A lot of Toronto residents describe their city with an old chestnut that Peter Ustinov once tossed off: "Toronto is like New York run by the Swiss." The stereotype of Toronto as the dull, orderly city with the "tall, pointy thing in the background" no longer hits the mark. The city's growing charms have lured the expanding entertainment, telecommunications, and biotechnology industries. Its lenient immigration laws have allowed its non-Canadian population to swell to 41% (the only place in the world where you'll find more Goans is in Goa, for example). It is one of the top three theater centers in North America, along with New York and Chicago.

Luckily, Toronto has retained the positives from its lackluster past. It's still the safest city in North America. It has avoided soulless suburban sprawl by nurturing its downtown and lakefront neighborhoods; desirable residential areas have sprung up, along with restaurants, galleries, clubs, and lots and lots of parkland. So important is green to Toronto, in fact, that the city keeps a strict count of its trees.

Toronto's ecological correctness may be contributing to its growing economic success, says David Crombie, chairman of the Waterfront Regeneration Trust and a former mayor. "I see it as a city within nature. If you offer that kind of quality of life, it will attract skilled people, who in turn attract big business." Crombie has persuaded the government to spend $44 million on cleaning up Lake Ontario, and he will help complete a 248-mile waterfront trail from Kingston, Ontario, to Niagara.

Toronto does have some less than desirable traits. That alluring lake contributes heavily to the cold, damp winters. And taxes are high by U.S. standards. But with eight-minute commutes from many neighborhoods, nearly 2,000 ethnic restaurants, and a veritable National Park mentality, what's a little moisture in the air? --Sue Zesiger

2. LONDON: A BUSINESS HUB WITH, AT LONG LAST, A DECENT MEAL.

The food used to be rubbish, but now you can find anything from Thai to Tex-Mex. The monuments used to be grimy, but now they're clean. The city that once had the highest unemployment of any European capital today has the lowest.

London remains one of the safest and friendliest cities in Europe. Add to that a bustling nightlife and cultural attractions that rival those of New York. London has 200 theaters, 30 major museums, five symphony orchestras and two opera companies. "If you can't find something interesting to do in London, then you're just a pretty boring person," says Robert Gordon Clark, spokesman for London First Center, the British capital's inward investment agency.

Those attractions, and a deregulated economy with tax incentives, have drawn in many foreign businesses; 27 companies from the FORTUNE Global 500 list are headquartered in London, placing it among the top five cities worldwide. "There's a critical mass of people and companies here," says Chuck Young, deputy chairman of Canary Wharf, who has lived in London since 1985. "This city is now definitely Europe's business capital."

The downside is that a creaking and overburdened infrastructure helps create traffic jams, crowded commuter trains, and fairly poor air quality. A new underground line will be completed by 1998 and new rail lines to the city center and links to Heathrow airport should help relieve congestion.

Now, if only something could be done about the weather. --Richard Evans

3. SINGAPORE: AN OPEN ECONOMY AND A CORRUPTION-FREE SOCIETY.

Clean, green, orderly, and efficient, Singapore runs like clockwork under the watchful eyes of a government that leaves nothing to chance. Traffic jams are rare because Singapore rations ownership of cars by piling on high taxes and fees. And crime is rare because Singapore punishes offenses like armed robbery with stiff jail terms and floggings; peddlers of illegal drugs can be executed.

It may sound like a police state, but in fact this small island is an exceptionally pleasant place to do business and raise a family. Singapore's open economy and its virtually corruption-free society have made it Southeast Asia's leading business hub. With an average per capita GDP higher than Britain's, Singapore is no longer a center of low-cost labor, so its people have to be highly productive.

Because the government actively promotes family values, there is no shortage of wholesome recreational pursuits. The city boasts nine golf courses and a zoo that runs a nocturnal safari. Other nightlife is more restrained. The big excitement comes from the realities of a city with a mixture of ethnic Chinese, Malays, and Indians. Open-air food stalls serve the best of all the region's cuisines, and the city-state's ethnic groups often hold colorful street festivals. Yet for all its diversity, Singapore is probably the easiest place in Asia for expatriates to live. Most of its people are as fluent in English as in their native tongues. --Louis Kraar

4. PARIS: EXPENSIVE, CIVILIZED LIVING IS WELL WORTH THE PRICE.

Unless you close your eyes--and that would be a shame--you are constantly reminded that this is the most civilized place on earth. Perhaps it's the result of being in, as Jean Giraudoux wrote, "the 20 square miles of the world where the most thinking, the most talking, and the most writing have been going on." The mood trickles down to the most mundane activities. How can you rush at the grocery store if the clerk sits down to ring up your purchases?

To Paris's renown as the city of art, bistros, and moonlit strolls, add credentials as a first-class place of international business. Its central location and extensive and efficient telecommunications and transportation infrastructures have drawn multinationals as diverse as Netscape and Federal Express.

All this comes at a price, however. The cost of living in Paris is 1 1/2 times higher than it is in New York and more than twice as high as it is in Seattle. These costs have helped push Paris's very real urban problems--crime, racial tensions, urban decay--largely out of view into the less desirable outlying neighborhoods. Those who can afford to live in the center of Paris, where apartments cost almost double those in the periphery, can enjoy a safe, largely blight-free city.

Life in Paris is not without its hassles. This is the country that invented bureaucracy, and they've had centuries to perfect the art. France's feisty unions can act up on occasion, and when all transportation grinds to a halt, even the sight of Notre Dame or the Eiffel Tower is scant recompense. But on a daily basis, the Parisian joie de vivre is hard to beat, and many executives who plan to be here only a short time wind up staying. --Anne Faircloth

5. HONG KONG: PERPETUAL MOTION (WITH ALL THE PLUSES AND MINUSES).

This is a place that makes Manhattan seem sleepy and Tokyo uncrowded. Just elbowing through its jammed streets--each square mile is packed with 67,000 people, all bent on making as much money as they can as quickly as possible--provides an adrenaline rush.

In Hong Kong, you feel intimately connected with the rest of Asia. The constant flow of people and information over first-rate transportation and telecom links is Hong Kong's greatest advantage. But this perpetual-motion machine, with its attendant noise, traffic, and air pollution, can be tough on families. And the fact that so many business people are so often on the road (many Hong Kong jobs cover a vast region) can make socializing difficult. Those dinner parties are important: Cultural life here focuses not on art or music but on the stomach. And there are 10,000 restaurants to choose from.

Hong Kong's stress is heightened by the approach of July 1997, when it becomes a Special Administrative Region of the People's Republic of China. Restrictions on freedom of the press will dampen Hong Kong's function as an information hub. Mistrust among its citizens may grow, and mainland-style corruption will creep in if Hong Kong people don't fight it with resolve.

Still, not knowing what the future holds means that this city has no trace of a manana mentality. Things get done with astounding speed and efficiency--whether it's delivering furniture to your home or clearing customs on tons of steel. The sheer weight of business talent and the network of ties to the mainland mean that, at least for now, Hong Kong will remain a premier business city. --Susan Moffat

REPORTER ASSOCIATEs Joyce Davis, Ed Brown