(FORTUNE Magazine) – BEHIND THE LIST

Six months and 400 bios ago, FORTUNE set out to rank the 50 most powerful women in business. We found plenty of surprises. Looking for women in retail? You'll have to search real hard, because there are only three--Banana Republic CEO Jeanne Jackson, Warnaco's Linda Wachner, and American Stores' Teresa Beck. You'll have better luck finding high-placed tech women. The group includes Carly Fiorina at Lucent, Carolyn Ticknor at Hewlett-Packard, and Judith Estrin at Cisco. A huge hole: no top women at blue-chip firms like IBM, Dell, Compaq, or Intel.

So where do you find the majority of our 50? Look to the industries that put a premium on creativity: advertising, media and entertainment, and publishing. There you'll find the likes of Oprah Winfrey, Paramount's Sherry Lansing, and MTV's Judy McGrath.

We were curious to discover what these women have in common; a survey yielded intriguing results. Most are the eldest of their siblings. Nearly 70% went to coed colleges, and only seven were in sororities. Midwestern work ethic? Not at all: The majority grew up in the Northeast. A mere 16 play golf, and for what it's worth, 20% are Leos--the sign of born leaders.

1 Carly Fiorina, 44 Group President, Global Service Provider Business Lucent Technologies

A supersaleswoman whose star turn was selling Lucent to investors: She led the biggest IPO in U.S. history. Today Fiorina runs the highly profitable core business of the largest telecom equipment company in the world. Her division's sales this year: about $19 billion. Wall Street adores her, and she's on track to eventually run Lucent.

2 Oprah Winfrey, 44 Chairman and CEO Harpo Entertainment Group

Oprah's power is her influence--over the entertainment industry, the book-publishing business, mass culture. Via her syndicated TV show, she reaches 33 million people weekly in the U.S., plus millions more in 135 international markets. Via deals with Disney, she produces socially conscious TV movies and feature films. Via Oprah's Book Club, she drives the market for serious fiction.

3 Heidi Miller, 45 CFO Travelers Group

When Travelers merges with Citicorp--presumably this fall--she'll become CFO of the world's largest financial company, Citigroup (assets: $700 billion). Unassuming and uncelebrated, she's in the inner circle with Citigroup's co-CEOs, Sandy Weill and John Reed. Her side job: chief risk officer of Travelers' Salomon Smith Barney unit. Says Weill, "She knows more about risk than I do."

4 Shelly Lazarus, 51 Chairman and CEO Ogilvy & Mather Worldwide

Lazarus' clients are global and blue-chip: IBM, American Express, Kodak, Ford, Mattel. Billings of $8.8 billion last year (generating revenues of $1 billion) make Ogilvy the seventh-largest ad agency in the world. A 27-year Ogilvy veteran, Lazarus is the steady, pragmatic captain after her capricious and charismatic predecessor, Charlotte Beers, turned the ship around.

5 Sherry Lansing, 54 Chairman, Motion Picture Group, Paramount Pictures

Hollywood's No. 1 studio boss. She creates blockbusters on a sane budget: Titanic (co-produced with Fox), Deep Impact and Saving Private Ryan (both co-produced with Dreamworks), and The Truman Show. Paramount's market share: 20%, topping the industry this year. Profits? Record-breaking. Since she took over in 1992, Paramount has won the Oscar for Best Picture three times.

6 Jill Barad, 47 Chairman and CEO Mattel

Boss of the world's largest toy company (1997 revenues: $4.8 billion). Superb marketer: "My power comes from my instinct," she says. "I trust it." Barbie global brand sales reached $1.9 billion last year, up from $200 million when Barad was the doll's marketing director in 1982. Good tech connections too: She's on the boards of Microsoft and Steve Jobs' Pixar Animation Studios.

7 Marilyn Carlson Nelson, 59 CEO, President, and Vice Chairman, Carlson Cos.

Ending a succession saga, Nelson last March took control of her father's travel empire (estimated 1997 revenues: $6.6 billion). Now she's in charge of huge assets: Radisson and Regent hotels, TGI Friday's restaurants, cruise ships, travel agencies, plus a sports and event marketing unit that serves General Motors, Merrill Lynch, and GE Capital. She's also on Exxon's and U.S. West's boards.

8 Andrea Jung, 40 President and COO Avon Products

A merchandising hotshot, she moved from class (Neiman Marcus) to mass (Avon) in 1993--so impressively that she beat out company veterans for the presidency late last year. "What did it for me? It wasn't my education or experience. It's my passion," Jung says. High-energy and high-style, she's heir apparent to CEO Charlie Perrin. In July, Jack Welch recruited her for the GE board.

9 Abby Joseph Cohen, 46 Co-chair, Investment Policy Committee, Goldman Sachs

Wall Street's most influential investment strategist has been the stock market's buoy. Her faith lies in "the fundamentals"--the healthy U.S. economy and low inflation--and she holds fast, amid all the gyrations, that the Dow will reach 9300 at year-end. Her power isn't as great inside Goldman: She's not a partner, probably because she doesn't bring in measurable profits to the firm.

10 Marjorie Scardino, 51 CEO Pearson PLC

The yank running this venerable British media conglomerate--home to the Financial Times, The Economist, Penguin Putnam books, and TV's Baywatch--is making some brash moves: She's buying Simon & Schuster's educational publishing unit, which will make Pearson the world's largest in that field. Combined revenues total $5.3 billion; about 60% of that comes from the U.S.

11 Martha Stewart, 57 Chairman and CEO, Martha Stewart Living Omnimedia

Her "omnimedia"--TV show, magazine, catalogs, books, radio spots, newspaper columns, Website--make her unnervingly omnipresent. Brilliantly, she straddles high and low demographics: To reach upscale women, Ford just committed a reported $50 million to advertise with her. And her Kmart line is heading toward $1 billion in annual sales. She plans to go public next year.

12 Pat Russo, 46 Executive VP, Corporate Strategy and Operations Lucent Technologies

She's more highly paid and higher up on Lucent's organization chart than Carly Fiorina (No. 1). But Russo ranks lower on our list because she doesn't run a business. As Lucent's chief of staff, she oversees strategy, advertising, and human resources. A proven turnaround champ, she'll likely get a major operating job next.

13 Judy Lewent, 49 Senior Vice President and CFO, Merck

Lewent can make numbers sing. She's renowned for her innovative use of financial models, which she employs for everything from building sales forecasts to managing Merck's foreign-exchange risks. Lewent's likely to get the CEO nod before Pfizer's Karen Katen (No. 16) does, say analysts. She sits on the boards of Quaker Oats and Motorola.

14 Rebecca Mark, 44 Vice Chairman Enron

Fierce and fearless, Mark is like a character in an Ayn Rand novel. The intrepid empress of energy built her career selling pipelines and power plants to Third World countries--altogether, $20 billion worth of projects around the world. CEO Ken Lay promoted her to vice chairman in May. Now she's beginning a new five-year project: to consolidate the $300 billion global water market.

15 Lois Juliber, 49 EVP and COO Developed Markets Colgate-Palmolive

She's responsible for half of C-P's $9.1 billion in revenues, and she's known in the industry for her marketing savvy. Juliber is in a tight contest with David Metzler, who's in charge of Asia and Latin America, to replace CEO Reuben Mark. If she doesn't win this battle, we figure that she will be a commander elsewhere.

16 Karen Katen, 49ish President, U.S. Pharmaceuticals Group, Pfizer

Katen brought you Viagra. Need we say more? U.S. revenues topped $6.9 billion last year. Analysts say Viagra (sales estimated this year to be $800 million)--as well as other products in the pipeline, like the drug Celebra, used to treat arthritis pain and swelling--should keep revenues rising nicely for some time. Analysts give Katen the nod as CEO material.

17 Ann Moore, 48 President People magazine

Moore's power is over popular culture. She runs the world's most successful magazine. Covers on the sexiest men, the best- and worst-dressed celebrities, and Leonardo DiCaprio are part of the American fabric. Moore has added to that influence (and People's $1 billion in revenues) with hot new titles like Teen People, People en Espanol, and In Style.

18 Judy McGrath, 46 President MTV and M2

"Judy is the goddess of creativity," says her friend Gerry Laybourne (No. 20). McGrath rules youth culture, delivering Beavis and Butt-head and videos of the Backstreet Boys to 85 countries around the world. After straying from its music roots, Viacom's MTV recently got its rhythm back. Ratings are rising. So are revenues, which are expected to exceed $550 million this year. The most important music maven for any record exec to meet, the self-effacing McGrath began at MTV writing on-air promotions in 1981, the cable channel's startup year. "For a long time, people kept saying, 'MTV won't last,' " she says. "But it has and it's always changing. I need to be part of something that's constantly evolving, that's not established." Coming this fall is a little revolution: MTV is expanding into Russia. Also, McGrath has branched into filmmaking. She's working with her Viacom colleague, Sherry Lansing (No. 5), to co-produce Paramount-MTV movies.

19 Darla Moore, 44 President Rainwater Inc.

Corporate America's most feared female activist. Booting Boone Pickens from Mesa and Rick Scott from Columbia/HCA got her on FORTUNE's cover last year. She and husband Richard Rainwater have suffered ego-crushing losses in the stock market lately, but the chaos-loving Moore roars ahead: This past summer she helped Henry Silverman chase Walter Forbes out of Cendant.

20 Geraldine Laybourne, 51 Chairman and CEO Oxygen Media

Her power is "creating stuff," Laybourne says. She built Nickelodeon, the top-rated kids' cable-TV network, while she was at Viacom. Then she hit static running Disney's cable properties. Since quitting Disney last May, Laybourne has been building her own multimedia company with the help of her husband, Kit. "I see some amazing opportunities," she says. "Women are underserved and underestimated as consumers. Plus, the Internet is this phenomenal and organic and democratic vehicle that's ideal for communicating with women. It will eventually converge with television." Laybourne adds, "I have the relationships with entertainment companies and big technology companies to pull this off." We agree. Investors in her company include Disney and America Online. Viacom and Sony are considering doing business with her too.

21 Sheila Birnbaum, 58 Partner, Skadden Arps Slate Meagher & Flom

While lawyers may lack broad cultural appeal, what would we do without them? Peers deem Birnbaum--also known as "Madame Product Liability"--the top female lawyer in the country. Considered a wizard at settling nasty class-action lawsuits, she established and now heads the firm's product-liability department, a group whose skills are growing critical to large corporate clients.

22 Carolyn Ticknor, 51 General Manager, LaserJet Solutions Group, Hewlett-Packard

Ticknor is in charge of bringing HP's office printer business into the digital workplace. Products launched in the past two years include the mopier, which produces original document sets using a laser printer instead of a copier, and network scanners that convert documents to electronic form. Last year, Ticknor's group turned in an estimated $8.7 billion of HP's $42 billion in total sales.

23 Patti Manuel, 41 President and COO Long Distance Division, Sprint

After Gail McGovern bolted from AT&T to Fidelity Investments in August, Manuel found herself as the leading lady of telecom services. Manuel has enjoyed a rapid ascent. She was promoted in February after being president of the Sprint business unit for less than a year. She's now responsible for the group that pulls in more than $9 billion of Sprint's $15 billion in revenues.

24 Ann Winblad, 47 Partner, Hummer Winblad Venture Partners

"Our business is company creation," says Winblad, who is Silicon Valley's leading software venture capitalist. With $200 million under management, Hummer Winblad has helped launch such companies as Arbor Software, Wind River, and Liquid Audio. Annual returns to investors exceed 40%. She's still close pals with Bill Gates, whom she dated years ago.

25 Cathleen Black, 54 President Hearst Magazines

Black doesn't create the pure profit that Ann Moore (No. 17) does at People, but she's turned around the bleak financial story for the world's largest publisher of monthly magazines. Her collection includes Cosmopolitan, Good Housekeeping, Popular Mechanics, Esquire, and a dozen others. A most-wanted corporate director, Black sits on the boards of IBM and Coca-Cola.

26 Orit Gadiesh, 47ish Chairman Bain & Co.

Flamboyant and charismatic, Gadiesh, born and raised in Israel, brought Bain back from the brink. Revenues for the the Boston-based consulting firm rose to an estimated $500 million last year. Bain's specialty: high-level strategic work with FORTUNE 500 CEOs and boards of directors. Gadiesh's friends in high places include Kodak boss George Fisher.

27 Claire Farley, 39 VP and President, North American Production, Texaco

Responsible for Texaco's deep-water production in Mexico, Farley is clearly in macho-man territory. But she handles it well: Last year her group's revenues totaled $4.7 billion and profits, $1.1 billion. She also led Texaco's $1.4 billion acquisition of Monterey Resources in 1997. Farley's a favorite among analysts, who see even bigger projects headed her way.

28 Jamie Gorelick, 48 Vice Chairman Fannie Mae

Got a mortgage? With Fannie Mae financing one out of every five, there's a good chance it came from there. Gorelick is part of a three-person chairman office for Fannie Mae, which had $3 billion in net income in '97 and assets of $1 trillion. Once the second-highest official in the Justice Department, Gorelick now sets the nation's credit policy.

29 Abigail Johnson, 36 Senior VP, Equity Division Fidelity Investments

Johnson is the heir apparent to the nation's largest mutual fund family, with more than $600 billion in mutual fund assets. She holds a 24.5% interest in Fidelity's parent company, FMR, and appears to be starting to take the same quiet--and careful--steps father Ned Johnson III took years ago before he grabbed the reins of the company. While Johnson has managed a few funds over the years and now oversees a portion of Fidelity's equity investments, she's kept a very low profile within the hallowed walls of the Boston-based firm and within the mutual fund industry itself. That's sent mixed signals as to whether she actually wants the throne or not. If and when she nabs that top spot, she'll quickly shoot up in our rankings. Consider her a top five power woman-in-waiting.

30 Ann Fudge, 47 Executive Vice President Coffee and Cereals Division, Kraft

Where would we be without Fudge in the morning? A year ago, when Kraft combined its Post cereal unit (home to brands like Raisin Bran, Grape Nuts, and Honeycomb) with its coffee group, including Maxwell House, Fudge was named president of the unit. Last year coffee and cereals accounted for $2.7 billion of Kraft's $16.8 billion in sales. But Fudge is thinking even bigger. Eyeing Starbucks' foray into Barnes & Noble, she is hinting that books and coffee might be a strong match in Kraft's future. She's also conjuring up ways to popularize cereal beyond the breakfast table. (Possible products: a Raisin Bran snack bar.) Fudge sits on a number of boards: AlliedSignal, Liz Claiborne, and Catalyst, the research firm that tracks women in business.

31 Deborah Willingham, 42 Vice President, Enterprise Customer Unit, Microsoft

Translation of Willingham's title: She sells very big computer systems to very big customers. Translation to Microsoft's business: Her unit is responsible for more than one-third of Microsoft's $11 billion in revenues. It's also the company's fastest growing, expanding about 30% annually. This is one saleswoman extraordinaire--maybe she should be talking to the Justice Department.

32 Jeanne Jackson, 47 CEO Banana Republic

Your kids may live at the Gap or Old Navy, which contribute the bulk of Gap Inc.'s revenues, but Banana Republic has helped millions of confused executives deal with the casual Friday culture. Not bad for a company that used to hawk faux safari garb. Leading the turnaround of the unit, Jackson has boosted its sales to $890 million and operating income to $109 million.

33 Martha Ingram, 63 Chairman Ingram Industries

Not just another Nashville socialite: Ingram showed her steel when her husband's death forced her to take over the family's $2.4 billion company. It is the nation's largest wholesale book distributor, and it also sells high-risk auto insurance. With the spinout of Ingram Micro in 1996, the boss shows no signs of slowing down. She's on Ingram Micro's board as well as Baxter International's.

34 Linda Wachner, 52 Chairman and CEO Warnaco

One of the highest-paid female executives in the country (salary and bonus totaled $12.5 million last year), Wachner leads both Warnaco and Authentic Fitness. Warnaco, which makes lingerie, jeans for Calvin Klein, and clothing for other designers, had revenues of $1.4 billion last year--but earned a razor-thin $23 million. The tough Wachner sits on Travelers' board.

35 Lucy Fisher, 49 Vice Chairman, Columbia TriStar Motion Pictures (Sony)

She helped revive beleaguered Sony with hits like Jerry McGuire, My Best Friend's Wedding, and As Good As It Gets. Worldwide gross last year: $2.3 billion, a Hollywood record. A mom of three, Fisher sticks to a four-day-a-week schedule that precludes a bigger job. Her lieutenant, Columbia Pictures' Amy Pascal, may scoot past her to Sony Pictures Entertainment's top post.

36 Carol Bartz, 50 Chairman and CEO Autodesk

With sales of $618 million last year, Autodesk--a maker of computer-aided-design software--isn't one of the biggest or best-known players in Silicon Valley, but Bartz is a forceful promoter of women in the tech industry. A former vice president at Sun Microsystems, Bartz currently sits on a number of boards, including Airtouch Communications and Cisco Systems.

37 Catherine Dwyer, 49 President Consumer Products USA Revlon

Dwyer is certainly not as high-powered or profiled as Avon's Andrea Jung (No. 8). But before being promoted in January, Dwyer was credited with turning Revlon's staid cosmetics line into one that appeals to a fragmented audience. She helped move Revlon from third to first in the mass cosmetics market. U.S. sales increased 15%, to $1.4 billion, last year.

38 Patricia Fili-Krushel, 44 President ABC Television Network

Promoted from president of ABC daytime programming in July, Fili-Krushel is the highest-ranking woman in network TV. But she has her hands full: ABC's ratings lag the other networks' and viewership is being eroded by cable. However, industry watchers point out that ABC President Bob Iger and the affiliates love her and think she is up to the challenge.

39 Esther Dyson, 47 CEO EDventure Holdings

Think you've got the greatest tech innovation to hit the market in years? Not until you get Dyson's stamp of approval. A nod from her can increase a product's popularity or get the venture capital a startup needs. She sits on a number of tech company boards, including Accent Software and Thinking Tools. Yet her much-anticipated book, Release 2:0, flopped.

40 Bridget Macaskill, 50 President and CEO Oppenheimer Funds

A native of Scotland, CEO Macaskill is one of the few women to hold a significant title in the mutual fund world. Her challenge since her promotion in 1995 has been to take Oppenheimer Funds--$92.5 billion in assets--into the big time. A splashy ad campaign has helped. So has the fact that she is wisely targeting the customer many mutual fund families missed: women.

41 Judith Estrin, 43 Senior VP and Chief Technology Officer, Cisco Systems

Estrin is running the technology at one of the fastest-growing tech companies in the world. Named to the position in March, she's got an impressive background. She co-founded two companies, one of which was eventually merged with giant 3Com in the late 1980s. Estrin also sits on several megaboards--Federal Express, Rockwell International, Sun Microsystems, and Disney.

42 Jeannine Rivet, 50 EVP, Health Plan Business United Healthcare

Rivet was waaaay up on our list before United turned sickly and announced a $900 million restructuring in August, and its planned merger with Humana went kaput. At the end of 1998, Rivet is taking the CEO position for the health plan business, which totaled $8.4 billion of the company's $11.7 billion in revenues last year. Analysts say she's the one who can cure United's ills.

43 Linda Srere, 43 President and CEO Young & Rubicam, New York

Unlike Shelly Lazarus (No. 4), who is running the whole show at Ogilvy, Srere has just a piece at Y&R. But Y&R's Manhattan office is the biggest ad agency in New York, with billings of $3.1 billion (revenues of $254 million). Srere was key to Y&R's win last year of the Citicorp global branding account. Her office will get a nice-sized piece of those billings, estimated at $800 million.

44 Brenda Barnes, 44 Director

Who says you need a real job to be in the Power 50? A 22-year veteran of PepsiCo, Barnes resigned as CEO of Pepsi-Cola North America last year to be a better mom. She also became one of America's most desired corporate directors. Her boards: Avon, Sears, the New York Times Co., Starwood Hotels, Lucas Arts and Entertainment. Living in her home state of Illinois, she's achieving simplicity. Her phone doesn't even have call waiting.

45 Marion Sandler, 67 Co-chairman and co-CEO Golden West Financial

She shares CEO duties with her husband at the nation's second-largest thrift (1997 revenues: $2.9 billion). Prudent management and the resurgence of the California economy, where the company is based, make this S&L one of the most profitable. That causes some to wonder if, in the ongoing bank merger frenzy, the Sandlers might sign on the dotted line and take a nice, long vacation.

46 Anthea Disney, 51 Chairman and CEO, News America Publishing Group

HarperCollins continues to struggle, and a good chunk of TV Guide ($1.2 billion in revenues) is being sold off to United Video Satellite Group. Yet Disney remains Rupert Murdoch's favorite Angel of Death (as a British paper called her this year) when it comes to cleaning up messes in his house. Last year she axed more than 100 author contracts.

47 Anne Sweeney, 40 President Disney/ABC Cable Networks

In August, Sweeney accepted the job of filling the big shoes vacated by Gerry Laybourne (No. 20) as the highest-ranking woman in cable. She oversees ABC's Disney Channel and its interests in Lifetime, A&E, The History Channel, and E! Entertainment. Cable is the moneymaker for ABC, and Sweeney's mission will be to tweak programming and boost revenues.

48 Sylvia Rhone, 46ish Chairman Elektra Entertainment Group

Hear that? Your kids are probably playing music from groups like Third Eye Blind, Missy Elliott, and Busta Rhymes at volumes that make the walls shake. You can thank Rhone for that. But she is also credited with guiding the merger between Elektra, EastWest, and Sire Records, and is rumored to be a front-runner for the No. 2 spot when the Universal Music Group (the result of the expected Universal-Polygram merger) gets off the ground. However, her current contract runs through 1999, so don't expect her to move soon.

49 Teresa Beck, 44 President American Stores

Promoted from CFO earlier this year, Beck presides over the Osco, Lucky, and Jewel food and drug chains, with revenues of more than $19 billion. Analysts say Beck's financial savvy and management skills will be critical to the expected 1999 merger of American Stores and Albertson's. The combined company's annual sales: around $36 billion.

50 Ellen Marram, 51 Former CEO Tropicana

She was the juice queen at $2-billion-a-year Tropicana--until Seagram accepted Pepsi's $3.3 billion offer for the company this past summer. Passing on Pepsi, Marram, who successfully launched the SnackWell's line of low-fat cookies and crackers at Nabisco, is looking to land a CEO or COO gig in the next few months. We think odds are good she'll get it.

REPORTER ASSOCIATE Dina Bass