(FORTUNE Magazine) – We have been tracking great employers since 1981, when we began research on our book The 100 Best Companies to Work for in America. From our database of more than 1,000 companies, we selected 238 as the most viable candidates for this list. Of this group, 161 agreed to participate. (To be eligible, a company must be at least ten years old and have a minimum of 500 employees.)

We asked each candidate company to distribute to 225 randomly selected employees the Great Place to Work Trust Index. This employee survey was designed by the Great Place to Work Institute of San Francisco to evaluate trust in management, pride in work/company, and camaraderie. Responses were returned directly to us.

Each company was also required to fill out the Hewitt People Practices Inventory, a comprehensive 29-page questionnaire designed by our partner in this project, Hewitt Associates of Lincolnshire, Ill., a leading management consulting firm. Finally we asked each of our candidates to send us additional corporate materials, such as employee benefits booklets, company newsletters, and videos.

The response was overwhelming. Some 20,000 employees filled out the Great Place to Work survey (return rate: 58%), and 8,000 of them added written comments. We then rated the companies on a 175-point scale, using their overall score on the employee survey (100 points); evaluation of practices detailed in the Hewitt inventory and other submitted materials (55 points); and an evaluation of the handwritten comments (20 points).

Special thanks should go to Hewitt Associates. In addition to processing the mountain of returns, it also added invaluable expertise and perspective. We knew Hewitt was a great place to work because we had selected them in all the previous editions of our 100 Best books. To collaborate with us, they had to give up the opportunity to be listed again among the 100.

If you think that your company should be considered for this list, send a brief letter explaining why (two-page maximum) to FORTUNE's 100 Best, 1537 Franklin Street, Suite 208, San Francisco, California 94109; E-mail address: 100best@greatplacetowork.com

1 SOUTHWEST AIRLINES Dallas Why is Southwest No. 1? Listen to a typical comment from the more than 100 we received from enthusiastic employees: "Working here is truly an unbelievable experience. They treat you with respect, pay you well, and empower you. They use your ideas to solve problems. They encourage you to be yourself. I love going to work!!"

2 KINGSTON TECHNOLOGY Fountain Valley, Calif. Nearly everyone in the U.S. wanted to work at this manufacturer of computer memory devices after last year's stories about its year-end bonus averaging $75,000 per employee. The largesse was in line with company policies: free soft drinks and cups of noodles at all times and a golf driving range in the back of the plant.

3 SAS INSTITUTE Cary, N.C. The world's largest privately held computer software company. Superb on-site child care for $200 a month. An on-site clinic that offers primary medical care at zero cost to employees. An award-winning cafeteria, where a pianist plays during lunch. No surprise that turnover, at 4% a year, is among the lowest in the software industry.

4 FEL-PRO Skokie, Ill. They make auto, truck, and motorcycle gaskets in a sprawling plant just north of Chicago. Ultra-family-friendly: $1,000 savings bond at child's birth, affordable on-site child care, summer camp on company's 200-acre recreation area, summer jobs for employees' kids, and $3,500 annual college scholarships.

5 TDINDUSTRIES Dallas TDI installs and services air-conditioning and plumbing systems in six Texas cities. All stock is in the hands of employees, with no one owning more than 9%. A monthly meeting fills in all employees on financial results. Employees are wildly upbeat. One said, "This company makes you feel like a human being again."

6 MBNA Wilmington, Del. This house of plastic, the second-largest issuer of credit cards, pampers employees so they will be nice to customers. The coddling includes four on-site child-care centers, one-week paid leave for new fathers and adoptive parents, adoption aid of up to $10,000. No. 1 hiring criterion: "People who like other people."

7 W.L. GORE Newark, Del. Makers of Gore-Tex waterproof fabrics, Glide dental floss, and dozens of other high-tech materials. Employs avant-garde management theories that seem to work. Instead of a traditional hierarchy topped by bosses and managers, the company uses an organization in which dozens of so-called sponsors set the pace.

8 MICROSOFT Redmond, Wash. Remarkably challenging atmosphere for the brainy. Everybody gets stock options, and most professionals hired before 1992 have thus become millionaires; six became billionaires. All-company picnics with a rodeo and five bands. And Bill (never Mr. Gates) personally answers all E-mail from employees.

9 MERCK Whitehouse Station, N.J. The corporate credo is to put patients before profits, and that sense of mission permeates this drug company's culture. Employees take obvious pride in the fact that Merck provides a low-cost anti-AIDS drug and gives away a medicine in developing countries that prevents river blindness. Some 31% of managers are women.

10 HEWLETT-PACKARD Palo Alto The godfather of Silicon Valley, still a trailblazer in people practices. Recently added domestic-partner benefits and nursing-home-care insurance for spouses, parents, and grandparents to an already lush benefits package. "They 'walk the talk' when they say their people are their most important asset," one worker told us.

11 SYNOVUS FINANCIAL Columbus, Ga. Strange sighting in the southeast: bank employees who love their jobs. Synovus owns 34 banks in four states, and employees, wherever they are, recite chapter and verse on how good they feel about being able to learn, grow, and have fun. Employees are paid $50 to take annual physical, receive $200 if results show they are healthy.

12 GOLDMAN SACHS New York One of the planet's most profitable enterprises, chalking up $260,000 pretax profit per employee last year. Employees love the excitement of working with people they consider the best and the brightest of Wall Street. "Teamwork here is better than on any professional sports team I've ever seen," according to one professional.

13 MOOG East Aurora, N.Y. No time clocks, no strict work rules at this aerospace company on outskirts of Buffalo. Plus, through retirement plans, employees own nearly half the stock. They also benefit from unusual vacation plan: on tenth year of service and every fifth anniversary after that, an extra 35 paid days off, in addition to regular three-week vacation.

14 DELOITTE & TOUCHE Wilton, Conn. Launched a cultural revolution five years ago with Women's Initiative, aimed to stem the flow of departing female professionals. Program's success as seen by one young D&T man: "The initiative has dramatically changed the environment from work/work to one that is very sensitive about balancing work and family needs."

15 CORNING Corning, N.Y. Inventor of the TV picture tube and optical-fiber cables keeps technological edge by expecting all employees to spend at least 5% of their time in training. Open, informal environment. Extra ten days of vacation every five years. Free rides on the company plane to New York City from upstate headquarters.

16 WEGMANS FOOD MARKETS Rochester, N.Y. Family-owned Wegmans prides itself on being first with new features, whether it's optical scanning at the cash registers or ready-to-serve gourmet food. Fun aspect of stores rubs off on employees. Said one: "They bend over backward for their employees." Said another: "I feel as though it's my second family."

17 HARLEY-DAVIDSON Milwaukee Employees exude their pride for this company. One assembly-line worker asks: "What other company has employees who tattoo the company name on their bodies? Or offers not just a job but a lifestyle?" Harley has a 12-week paid maternity leave, a no-layoff policy, and unlimited sick days for salaried staffers.

18 FEDERAL EXPRESS Memphis Last summer, after employees worked their tails off during the UPS strike, management came through with a $20 million thank-you bonus--10% of pay, including overtime, over that three-week patch. Good profit-sharing plan and one of the best grievance processes in U.S. business. Still adheres to a no-layoff policy.

19 PROCTER & GAMBLE Cincinnati More than a marketing powerhouse, P&G also has some 1,250 Ph.D. scientists trying to come up with the next Pampers or Pringles. P&G believes in growing its own talent: Of the 32 top execs, 31 started at the bottom. Oldest profit-sharing plan in U.S. is also one of the richest: P&G contributes up to 25% of pay to retirement fund.

20 PEOPLESOFT Pleasanton, Calif. Exponential growth selling software for corporate HR, accounting, and manufacturing. Easygoing work environment with free bagels and pastries, gourmet coffee, no executives-only perks, casual dress. Dave Duffield called by one employee "the coolest CEO any company ever had." The corporate rock band plays at pep rallies.

21 FIRST TENNESSEE BANK Memphis In 1996, Tennessee's largest bank formally declared that employees come first, followed by customers, then shareholders. Plethora of family-friendly programs such as child-care subsidies and a sick-child center. Shareholders aren't left out either, as the bank's stock has shot up 100% in the past two years.

22 J.M. SMUCKER Orrville, Ohio Small-town American values flourish at this jams-and-jellies producer, still under the benevolent direction of the founding Smucker family. Employees cite the close-knit family feeling as the best feature of working here. More than 40% have been at Smucker longer than ten years.

23 GRANITE ROCK Watsonville, Calif. Imagine an operator of rock, sand, and gravel quarries winning a Baldrige National Quality Award. Granite Rock did it in 1992. Entry-level employees start at $15.90 an hour and progress to such positions as accomplished job owner and improvement champion (base pay: $25.90 an hour). Has no-layoff policy.

24 PATAGONIA Ventura, Calif. When the surf is up in the Pacific near Patagonia's home office, employees grab a board and wet suit. A seller of rugged outerwear, Patagonia maintains two on-site child-care centers and contributes 1% of sales or 10% of profits (whichever is greater) to environmental groups. Women hold more than half of the top jobs.

25 CISCO SYSTEMS San Jose Cisco is king of networked computer systems, and the lure is working for a hot company and getting your hands on possibly lucrative stock options ($10,000 put into Cisco stock in 1993 would now be worth around $80,000). Pumped-up atmosphere. Every day begins with Cisco Boot Camp at 7 a.m.: one hour of calisthenics.

26 ERIE INSURANCE Erie, Pa. People come to work at the nation's 12th-largest auto insurer and never leave. Erie has a no-layoff policy and is one of a small minority of companies offering a pension plan, profit-sharing bonuses, and a 401(k) savings plan with a company match. It also pays 100% of the health insurance premium.

27 MARRIOTT INTERNATIONAL Bethesda, Md. Mormon-led company maintains strong ethical tone and rose to top of hospitality industry without operating a casino. Set up 24-hour hotline to answer questions from employees having family and personal problems. Spearheaded establishment of 24-hour child-care center for children of low-income hotel workers in Atlanta.

28 FOUR SEASONS HOTELS Don Mills, Ontario "I'm treated like a five-diamond hotel guest" is how one employee described the congenial working environment at this chain of luxury hotels and resorts. Special perks include free meals in the company cafeteria, tailored uniforms cleaned and pressed daily, and free nights at any Four Seasons in the world.

29 ROSENBLUTH INTL. Philadelphia Corporate travel agent, now ranked third in its industry in sales volume, emphasizes hiring "nice people." Great travel perks include two free domestic plane tickets after the first year and two international tickets after the sixth year. Huge, all-expenses-paid companywide bash every five years in Philadelphia.

30 AMERICAN MGMT. SYSTEMS Fairfax, Va. Flexibility is the hallmark of this consulting company, where revenues and labor rolls have doubled in past five years. A quarter of the staff telecommute from home, part-time schedules can be chosen, and employees on long business trips can have their husbands or wives join them for the weekend at company expense.

31 S.C. JOHNSON WAX Racine, Wis Family that founded company in 1886 still owns and runs extraordinarily benevolent enterprise: no-layoff policy, rich profit-sharing plan, 146-acre employee park, vacation resort in northern Wisconsin, superlative child-care center, knockout fitness center that includes lap pool, full-length basketball court, squash courts.

32 INTEL Santa Clara, Calif. If you like having your ideas challenged, Intel is the place for you. The king of the PC chipmakers values directness in its relentless quest to come up with new ideas to stay ahead of the pack. Very egalitarian; CEO Andy Grove works in a cubicle. Great stock-option plan has turned more than 1,000 employees into millionaires.

33 UNUM Portland, Me. Largest writer of long-term-disability insurance. Stock options for everyone, profit-sharing bonuses that pay out between 10% and 30% of pay, a wellness program that reimburses employees who work out regularly, and an annual chairman's award that rewards outstanding workers with $5,000 in cash and $2,500 in travel expenses.

34 WHOLE FOODS MARKET Austin, Texas You don't simply get hired at the country's biggest natural-foods supermarket chain. You have to be voted in by a team of fellow employees in order to achieve permanent status. The very model of an egalitarian corporation; CEO's compensation capped at ten times the average team member's pay.

35 MINN. MINING & MFG. St. Paul "A young company that's 90-plus years old" is how one 3Mer described the culture of innovation and risk taking. All technical employees encouraged to devote 15% of their time to their own projects. Went through its biggest restructuring ever in 1996, eliminating over 7,000 positions--but laid off fewer than 100.

36 L.L. BEAN Freeport, Me. Intense focus on service animates this family-owned seller of outdoor apparel and equipment. Employees sing the praises of company for vacation campsites (available by lottery), one-third discount on merchandise (even more on returned items), paid outdoor wilderness days (hiking, rafting, fly-fishing, cross-country skiing).

37 REI Kent, Wash. Growing chain of stores that sells equipment needed for outdoor adventures is organized as a Rochdale cooperative (consumer-members own the enterprise). But unlike some utopian enterprises, it is an extremely well-run business. Number of stores--and employees--doubled in the past decade.

38 ACXIOM Conway, Ark. Highly charged employees--called associates here--process data about American consumers to help companies sell their products and services. Associates talk about no one looking over their shoulders. On-site child-care center and fitness center. Plenty of small-town Arkansas goodies: floats, cookouts, pizza parties.

39 USAA San Antonio Pride of San Antonio, where this auto and life insurer occupies world's largest private office building. On-site areas for softball, soccer, tennis, golf, and two fitness centers. Some 80% of employees work a four-day week. Best in-house education and training programs in its industry. Five on-site child-care centers.

40 CMP MEDIA Manhasset, N.Y. Leading publisher of technology magazines went public in 1997--and made owners out of employees. Each employee received ten shares of stock, plus 30 more for each year of service. First company on Long Island with on-site child-care center. Founding Leeds family widely admired by employees for its extensive philanthropy.

41 EDDIE BAUER Redmond, Wash. This Spiegel division helps employees balance career and family with two weeks' leave at full pay for all new parents, flexible work schedules, adoption aid of $2,000, postpartum care that will send a nurse to an employee's home in the three days following delivery. On-site massage available twice a week at headquarters.

42 LIFE TECHNOLOGIES Gaithersburg, Md. Supplier to biotechnology industry in strong growth pattern, with sales up more than 50% in past five years. Casual dress every day and flexible workplace for employees with family obligations. Paid leave for new fathers and adoptive parents. Unlimited time off to care for sick child. Turnover is half the industry average.

43 LANDS' END Dodgeville, Wis. Bucolic Wisconsin atmosphere, where policies include no layoffs, full benefits for part-timers, 40% discount on catalogue merchandise, and scheme enabling employees to try out new jobs in the company. State-of-the-art fitness center with Olympic-size swimming pool.

44 J.P. MORGAN New York Yes, there is a free lunch. And it's a good one too, if you work at this pillar of Wall Street. Employees appreciate the high ethical standards, a top-flight training program, and a "hassle-free atmosphere" where they feel that the company genuinely cares about them. First (and so far only) Wall Street firm to offer domestic-partner benefits.

45 PUBLIX SUPER MARKETS Lakeland, Fla. Expanding Florida-based supermarket chain, with over 500 stores, is entirely owned by employees. Aside from a sex-discrimination case, which it settled for $81.5 million in 1997, the company has a good reputation. Quarterly bonus tied to profits. Rich savings and retirement plan. No layoffs. Never hires managers from outside.

46 GILLETTE Boston A Brahmin of the Boston business community. Most of the U.S. employees work in New England, but potential managers must be willing to be mobile. Some 500 managers are based outside their home country. Stresses promotion from within; 85% of employees in our survey said they hope to stay with Gillette till retirement.

47 MEDTRONIC Minneapolis Makes half the world's heart pacemakers, as well as other implantable medical devices. Each new hire receives a bronze medallion inscribed with the company's mission: "to alleviate pain, restore health, and extend life." Patients come to annual holiday party to tell employees how Medtronic saved their lives.

48 WORTHINGTON INDUSTRIES Columbus, Ohio Steel processor maintains no-layoff policy. Employee councils vote to admit workers as permanent employees. Profit sharing accounts for a large share of pay. On-site medical clinic saw 14,000 patients in 1996. On an acquisition binge recently, Worthington maintains 56 facilities in 22 states.

49 BE&K Birmingham, Ala. Alabama construction company, specializing in heavy-duty jobs like building pulp and paper mills, has taken heat from labor for its resistance to unions. But company sticks by its people, and the workplace abounds with stories of employees who have been supported by BE&K during periods of personal trauma.

50 BALDOR ELECTRIC Fort Smith, Ark. Employees cite over and over how clean the plants are, the heavy commitment to continuing education, and top management's open-door policy. Stock options are offered to everyone after five years' service. Profit sharing pays out close to 10% of pay annually. Never had a layoff.

51 HERMAN MILLER Zeeland, Mich. A furniture maker, celebrated for pioneering work teams, Scanlon Plan gain sharing, and fuzzy-wuzzy feelings, doesn't repudiate the past but has new focus on making money for shareholders. Management incentive pay now tied to profits and sales, which have shot up.

52 MORRISON & FOERSTER San Francisco Only law firm on this list, San Francisco-based MOFO is a magnet for women and minorities. Same-sex partners get health insurance and other benefits. Every year two college-bound children of staff members are eligible for scholarships paying $8,000 a year for four years.

53 GREAT PLAINS SOFTWARE Fargo, N.D. North Dakota company has become a leading supplier of accounting software for small businesses. Employees have strong feelings of belonging to a family. One told us: "Work feels a lot more like hanging out with your friends than going to work." When Great Plains went public last year, stock options were granted to all employees.

54 TIMBERLAND Stratham, N.H. Employees express pride in working for a company where community responsibility is a major focus. Every employee is encouraged to devote 40 paid hours a year to volunteer activities, and Timberland contributes $5 million annually to City Year, an urban Peace Corps active in eight U.S. cities.

55 COMPAQ COMPUTER Houston On a tear. Work force at the world's largest maker of personal computers has increased by 50% in past two years. Remote setting in pine forest outside Houston masks hard-work ethic and long hours. Profit-sharing checks passed out each quarter. Generous match of employee contributions to 401(k) savings plan.

56 ADOBE SYSTEMS San Jose Ever hear employees raving about the company cafeteria? They do at Adobe, the software developer whose products helped make desktop publishing what it is today. Everyone has her or his own office. Free refreshments all the time. Child-care subsidy is $100 a month. Extra three-week vacation every five years.

57 A.G. EDWARDS St. Louis Brokerage employees unstinting in praise for CEO Ben Edwards, citing his ethics, his concerns for clients and employees, his mandate that people have fun working here. Eschews Wall Street star system. Spectacular retirement and profit-sharing package, called the best in industry. Nearly 20% of employees here more than 11 years.

58 LOS ANGELES DODGERS Los Angeles Office employees revel in the classy atmosphere at this professional baseball club under the leadership of owner Peter O'Malley. Perks include four tickets to every game, free ice cream whenever the Dodgers are in first place and increase their lead. Big question: Will this culture survive Rupert Murdoch's impending acquisition?

59 XEROX Stamford, Conn. World class in everything it touches. Second-to-none benefits include $10,000 per employee to use during career for anything from a down payment on a house to college tuition for the kids. Active caucuses of women, blacks, Hispanics, gays, and lesbians. Annual Teamwork Day a companywide celebration.

60 LUCAS DIGITAL San Rafael, Calif. Producer-director George Lucas, working from his ranch north of San Francisco, gives employees spectacular benefits: on-site child care, profit sharing, paid leave for new fathers and adoptive parents. But the main attraction is work on cutting-edge film technology like creating the dinosaurs for Jurassic Park.

61 HALLMARK CARDS Kansas City, Mo. You'd have to look hard to find a homier place to hang your hat. A history of virtually never laying off anyone. Wonderful benefits, with an employee profit-sharing trust that owns 30% of the company. Zero premium for health insurance. Six-month family leave for new mothers or new adoptive parents, and $5,000 adoption aid.

62 INTERFACE Atlanta Ray Anderson, CEO of the world's largest commercial-carpet maker, has made environmentalists out of employees by convincing them that "we're screwing up royally as a human race." People here also love the emphasis on training: average 100 hours a year per manager and 42 per hourly employee.

63 OHIO NATIONAL FINANCIAL Cincinnati Employees of this life insurer were ecstatic in 1996 when they moved into a plush new headquarters building outside Cincinnati. New facility features convenience store, jogging trail, and state-of-the-art fitness center. Flexible schedules, top pension and profit-sharing plans. Employees cite "absence of politics" as big plus.

64 MATTEL El Segundo, Calif. Work-family benefits are swell: up to 48 hours a year to use for emergencies with kids, on-site child care, plus 16 hours a year paid time off to work in schools. As might be expected at the world's biggest toymaker, over 80% of employees in our survey said it's a "fun place to work." Helping to make it so are 13 paid holidays a year.

65 BUREAU OF NATL. AFFAIRS Washington, D.C. Unique publishing company keeps businesses posted on regulatory matters. Employee owned for more than 50 years. Extraordinary benefits: flexible schedules; annual tuition aid up to $9,600; 13 days of annual sick leave; three weeks' vacation after two years, four weeks after five years; zero premium for health insurance.

66 ST. PAUL COS. St. Paul Old, conservative bulwark of Minnesota's business community offers generous flextime provisions for working parents, state-of-the-art day care, and fitness centers. Largest medical malpractice insurer also writes property and liability insurance for building contractors, medium-sized businesses, and oil tankers.

67 VALASSIS COMMUNICATIONS Livonia, Mich. Largest printer of cents-off coupons showers employees with profit-sharing bonuses, holiday gifts, parties to celebrate company milestones. Result is a revved-up work force with longevity. Last summer when CEO Dave Brandon was married, every Valassis employee was invited to the wedding reception.

68 QUAD/GRAPHICS Pewaukee, Wis. The nation's fourth-largest printer promotes unconventional workplace practices, like workweeks with three 12-hour shifts (and alternate Sundays). On-site day care, fitness centers, and medical clinics. Enthusiasm of flamboyant founder Harry Quadracci is contagious. Fabulous employee parties and celebrations.

69 SUN MICROSYSTEMS Mountain View, Calif. Installs powerful computer servers in business settings and relentlessly promotes Java digital language and "network is the computer" philosophy. Employees get a charge from working under lead of Scott McNealy--amateur hockey player, visionary CEO, industry's chief Gates basher. "Work hard, play hard" is company mantra.

70 ANALOG DEVICES Norwood, Mass. One of the most admired companies in high tech, both for its commanding position in semiconductors that convert real-world signals into digital language--and for a humanistic culture set by its founder and chairman, Ray Stata. A brainy, open environment and a much softer culture than some of its dog-eat-dog competitors.

71 NORDSTROM Seattle What started out as a shoe store in Seattle is now a national chain of upscale department stores. Company has only one rule: "Use good judgment." Benefits, for a retailer, are good: adoption aid of $2,000, profit sharing, and 401(k) plan in which company matches 50% of employee contributions up to 6% of pay.

72 STEELCASE Grand Rapids World's largest office-furniture maker, still privately held, has regained footing after tough sledding in early 1990s. Legendary for taking care of employees, especially during times of personal stress. Profit-sharing check every quarter. No-cost medical care, physical therapy, and family counseling at on-site clinics.

73 SECURITY BENEFIT Topeka A major force in its hometown of Topeka, where employees are encouraged to volunteer in community organizations. Officers who travel are eligible for reimbursement up to $4,000 a year of such costs as child care, cell phones, or pagers. Rich retirement package: pension, profit sharing (averages 6% a year).

74 AMGEN Thousand Oaks, Calif. Leader of biotech industry nearly quintupled work force in this decade. Employees showered with benefits: stock options, subsidized on-site child-care center, free beer busts every Friday night, free refreshments, quarterly parties, on-site gym, 15 days' vacation in first year, host of on-site conveniences (film processing, flower shop).

75 JOHNSON & JOHNSON New Brunswick, N.J. World's largest supplier of health-care products wins points among employees for 59-year-old credo, a statement of responsibilities to stakeholders that puts shareholders last in the pecking order. Generous benefits, including 75% company match of employee contributions to 401(k) plan up to 6% of pay.

76 FANNIE MAE Wahington, D.C. People are clearly proud to work for this government-sponsored corporation because of its mission to make homebuying easier for the less affluent. On-site backup care center for children, on-site exercise classes, free annual health check, $5,000 adoption aid. Most unusual perk: ten paid hours every month for community work.

77 TEXAS INSTRUMENTS Dallas TI, one of world's leading chipmakers, has embraced the openness pioneered by its West Coast rivals. Dress is now casual, and employees are encouraged to speak their minds. They also get $1,500 for recommending some new hires. Profit-sharing plan has been enriched to tie company payout to return on sales.

78 GENERAL MILLS Minneapolis General Mills pays well, offers stock options to all employees, runs strong training programs, supports community groups, and provides a host of on-site conveniences at its Minneapolis headquarters. One employee praised the company for keeping open its plant in Buffalo, a town many employers have deserted.

79 BRIGHT HORIZONS Cambridge, Mass. Largest operator of child-care centers at worksites had successful public offering in late 1997, and stock options were granted to 600 employees. Offers wages 37% above the market rate and a full range of benefits. Biggest kick for employees is the work itself. Said one: "I love knowing children walk away from here better people."

80 LOWE'S COS. North Wilkesboro, N.C. Everyone who works for this chain of home-improvement stores is a stockholder; shares are allocated annually at the rate of 14% of pay. And most have nothing to complain about. A holding of $10,000 in 1990 is now worth more than $60,000. Lowe's has been adding employees at a rapid pace.

81 STARBUCKS Seattle Great place for caffeine addicts. Has built strong corporate culture around the coffee cult. Relatively high turnover, but part-timers get a full range of benefits--even stock options. On a expansion roll with 1,300 locations in the U.S., and now moving to conquer the rest of the world.

82 MARY KAY COSMETICS Dallas Employees--two-thirds of them women--love to work for this door-to-door seller of beauty products. Constant praise from co-workers and a profit-sharing plan that gets funded before any bonuses are paid to managers. Mary Kay Ash, the lady of pink-Cadillac fame who founded the company in 1963, is still an inspiration.

83 H.B. FULLER St. Paul Maker of adhesives, sealants, and other specialty chemicals. Allows employees 12 hours of paid time every quarter for volunteer work. Has ten employee councils to take up complaints. Thirty-day vacations after 14 years, and on their tenth, 15th, and 20th anniversaries, employees get an extra two-week vacation plus $800.

84 DEERE Moline, Ill. Union-represented work force sings the praises of this agricultural equipment maker. Good pay-and-benefits package, 100% tuition reimbursement for job-related courses, on-site medical clinics, no-layoff policy. Great if you prefer to work in small town. Many second- and third-generation employees.

85 ODETICS Anaheim, Calif. Open environment where employees are encouraged to have fun and learn new skills. The campus--across the street from Disneyland--is full of goodies: a lap swimming pool, workout room with a personal trainer, full-court basketball and volleyball courts, garage for car service and minor repairs, dry cleaning, travel agent.

86 MCCORMICK Sparks, Md. Old-fashioned spice company with homespun values still intact. Employees and retirees own 68% of voting stock. Annual employee family picnic, annual employee Bull and Oyster Roast, annual employee golf tournament, annual holiday party for employees' children, annual holiday luncheon for retirees. No time clocks.

87 HONDA OF AMERICA MFG. Marysville, Ohio Looking for an auto company that has never had a layoff? You've found it at this Honda plant in Ohio, where employment is up 20% in past two years. It's a non-union plant, but wages and benefits match the UAW-negotiated agreements. When new hires have an orientation, family members are invited to troop along.

88 MOTOROLA Schaumburg, Ill. Over 100,000 employees are proud to call themselves Motorolans, with good reason. Supports more child-care centers (nine) than any other company in U.S. Has long history of never laying people off. Every employee, from CEO to janitor, required to complete at least 40 hours of training every year.

89 BAPTIST HEALTH SYSTEMS Miami Baptist's policies and practices are enviable: on-site child-care center, no-layoff pol-icy, and a gain-sharing plan that pays bonuses to employees based on hospitals' reaching financial and patient satisfaction goals. In 1997, 40 employees confronted with a personal crisis received donations of paid time off from fellow employees.

90 WM. BEAUMONT HOSPITAL Royal Oak, Mich. Company operates two hospitals in southeastern Michigan, and employees clearly take great pride in the care given to patients. Royal Oak facility has a first-class restaurant, an on-site child center that cares for 147 children of employees at rates 20% below market, a fitness center, and--new this year--adoption aid of $5,000.

91 DONNELLY Holland, Mich. The glass company, not the printing company. Celebrated for Scanlon Plan, which rewards employees for productivity gains. Also has unique equity structure, which has employees electing representatives to equity committees with the power to address issues of policy and practice--even pay.

92 W.W. GRAINGER Lincolnshire, Ill. Sells hardware supplies through a network of 350 retail stores and a huge catalogue operation. Their 1.3 million business customers range from small building contractors to General Motors. Boasts of a "Cadillac profit-sharing plan," in which company puts into your account the equivalent of 15% to 20% of your annual pay.

93 ALAGASCO Birmingham, Ala. Only utility on our list--largest unit of publicly traded Energen Corp.-- supplies natural gas to more than 400,000 homes and businesses in central and northern Alabama. Company recently offered $500 prize to employees for an idea to address a diversity problem in their area. Turnover less than 5%. No layoffs in 25 years.

94 APOGEE Minneapolis They make windows, replace windshields, and put up curtain walls for buildings. It's a company populated, as one employee put it, by "good, small-town, Midwestern people." Employees get profit-sharing checks every quarter. Great feeling of camaraderie. Employees encouraged to think of new ways to do things.

95 SHELL OIL Houston U.S. wing of world's largest oil company initiated in the mid-1990s a process it called transformation. Goal: Move responsibility down to lower levels. Shell has rich benefits capped by company-paid pensions, plus a pretax savings plan under which company kicks in 10% of your pay annually no matter what you contribute.

96 ALLIEDSIGNAL Morristown, N.J. Since taking helm in 1991, Lawrence A. Bossidy has infused a sense of purpose. Mandated 40 hours of training a year for every employee. Headquarters has on-site child care, fitness center, and other amenities. One of best 401(k) plans around: After five years company matches employee contributions 100% up to 8% of pay.

97 TENNANT Minneapolis Biggest U.S. maker of industrial floor sweepers and scrubbers believes in the old-fashioned pat on the back. That-a-way stickers plastered on everybody's work station. Strong support network for women managers has paid off: No. 2 in the company is a woman, a rarity in manufacturing.

98 MERRILL LYNCH New York Wall Street's biggest employer added 6,000 jobs in the past two years. Great training programs; tuition reimbursement up to $8,000 a year. Merrill is a Boy Scout company, scandal-free. One employee put it this way: "When times are good, Merrill Lynch is a great place to work; when times are bad, it is the only place to work."

99 ACIPCO Birmingham, Ala. Makes cast-iron pipe for water and sewer systems. Founder willed company to workers when he died in 1924, and it still operates as an employee trust with four of 12 members of board of directors elected by employees. Superb, fully accredited, on-site medical clinic with eight full-time doctors and five full-time dentists.

100 GLAXO WELLCOME Research Triangle Park, N.C. British drug company--ranked No. 1 in world, based on sales--lures talent to its North Carolina facilities with glittering array of benefits: two on-site child-care centers plus support for five other centers, seven on-site fitness centers, six medical clinics, 13 paid holidays, 100% match up to 6% of pay in 401(k) plan.

REPORTER ASSOCIATE Maura Griffin Solovar

[Complete text not available. Table also provides number of U.S. sites, number of U.S. employees, number of employees outside U.S., % Minorities, % Women, Job growth, New jobs (2 yrs.), Applicants, Voluntary turnover (1996), Training hrs./yr., and 1996 Revenues in millions for each company ranked.]