(FORTUNE Magazine) – To compile FORTUNE's second annual ranking, we reassessed the achievements of last year's group and examined the accomplishments of more than 300 potential newcomers. We calculated the amount of revenues and profits controlled, influence within a company, the business' importance in the global economy, and its larger effect on American culture. We talked with analysts, industry experts, and headhunters, as well as the candidates, their bosses, and their peers. And we found plenty of powerful new women.

--Jane M. Folpe

1 1998: No. 1 Carly Fiorina AGE 45 CEO, President HEWLETT-PACKARD

In July, Fiorina became the first woman CEO of one of America's 20 largest corporations (HP's 1998 revenues: $47.1 billion). Lucent's former super-saleswoman--she led its IPO in 1996 and then ran the $19 billion Global Service Provider division--got a pay package close to $100 million for going to Silicon Valley. Wall Streeters say she's worth it for her skills in marketing and customer relations.

2 1998: No. 3 Heidi Miller AGE 46 CFO CITIGROUP

The financial services industry may not have a Carly Fiorina, but Miller is about as close as it gets. As CFO of Citigroup, the offspring of last year's merger between Travelers and Citicorp, Miller guards and grows the capital at the world's largest financial services company (1998 assets: $668 billion). Now that her biggest fan, co-CEO Sandy Weill, has moved into the driver's seat, she has a clear road ahead.

3 NEW Mary Meeker AGE 40 Managing Director MORGAN STANLEY DEAN WITTER

The oracle of the Net. Her brave bets--AOL in '93, Netscape in '95, e-commerce in '97, business to business in '99--have earned her eight "ten-baggers," stocks that have risen tenfold. Morgan Stanley's "We've got Mary" pitch to clients has been key to its prominence in Internet financing. Her power is awesome: If she ever says, "Hold Amazon.com," Internet investors will lose billions.

4 1998: No. 4 Shelly Lazarus AGE 52 Chairman, CEO OGILVY & MATHER

Advertising's most powerful woman is solid, well rounded, and strategic, just like the ad agency she runs, the world's seventh largest. Lazarus has wooed

and kept blue-chip clients such as IBM, American Express, Kodak, and Ford. In the past year Ogilvy won more than $700 million in new business, including Miller Lite and Kraft cereal.

5 NEW Meg Whitman AGE 43 CEO, President eBAY

A veteran of old-economy consumer goods marketing, Whitman had the guts to gamble on a weird new industry: online flea markets. She led eBay through its IPO, insisted on focus and real profits, and literally changed the way people buy and sell. eBay's market value is now $18 billion. With nearly 6% of the shares, Whitman is worth about $1 billion.*

6 NEW Debby Hopkins AGE 44 SVP, CFO BOEING

She flew in like an F-15 fighter last January, after Boeing missed earnings targets by billions and lost almost half its market value. Now the former CFO of GM Europe is reengineering not only the financial systems of America's ninth-largest corporation (1998 revenues: $56.1 billion) but also the way it builds its planes. A good sign: Boeing's stock is climbing.

7 1998: No. 10 Marjorie Scardino AGE 52 CEO PEARSON

The most successful export of Texarkana, Texas, continued to make Britain's Pearson an all-publishing powerhouse, growing market cap from $10 billion to about $13 billion in the past year. Scardino--whose holdings include the Financial Times and The Economist--has formed a key alliance with Telefonica, spent heavily for online ventures, and pushed 1998 sales to $3.8 billion (about 45% from the U.S.). She recently joined AOL's board.

8 1998: No. 11 Martha Stewart AGE 58 Chairman, CEO MARTHA STEWART LIVING OMNIMEDIA

Love her or hate her, you can't ignore America's most ubiquitous human brand. Between her media empire (TV show, books, magazine, newspaper columns, Website) and her merchandising machine (Kmart), she has blitzed America's homes. Last year she had revenues of $180 million and a net profit of $23.8 million. Stewart wannabes aren't her only fans: John Doerr, Silicon Valley's venture capitalist extraordinaire, is an investor and joined her board.

9 NEW Nancy Peretsman AGE 45 EVP, Managing Director ALLEN & CO.

Peretsman is the star dealmaker at the hottest media-industry banking boutique. Though she has always been one of Herb Allen's best producers, recent megadeals--to sell MediaOne to AT&T for $62 billion; King World (Oprah's distributor) to CBS; and CDnow, the online music vendor, to a partnership of Time Warner and Sony--put her on top of the heap. Peretsman is also the banker behind priceline.com, one of the biggest IPOs this year.

10 1998: No. 12 Pat Russo AGE 47 EVP Strategy, Business Development, and Corporate Operations LUCENT TECHNOLOGIES

Russo had a busy summer gobbling up companies to strengthen Lucent's position as No. 1 in communications networking. She has overseen 27 of Lucent's 29 acquisitions, worth close to $40 billion.

11 NEW Patricia Dunn AGE 46 Chairman BARCLAYS GLOBAL INVESTORS

Starting out as a temp, Dunn worked in almost every part of the world's largest institutional money manager (BGI, with $675 billion in assets, is a unit of British bank Barclays). Now, as chairman, Dunn also oversees the world's largest group of index funds. She joined Hewlett-Packard's board last year.

12 1998: No. 9 Abby Joseph Cohen AGE 47 Managing Director GOLDMAN SACHS

With Internet buzz drowning out talk of more established industries, Cohen has been harder to hear recently. But the mother of all bulls, and one of the Street's most influential advisers, continues to make optimistic--and accurate--calls. She became a partner before Goldman's May IPO.

13 NEW Ann Livermore AGE 41 CEO, President Enterprise Computing HEWLETT-PACKARD

Carly Fiorina's linchpin. The e-commerce evangelist is leading the revolution to make HP an Internet power. Promoted late last year, she now oversees $14 billion in sales.

14 1998: No. 8 Andrea Jung AGE 41 President, COO AVON PRODUCTS

A luxury-merchandising whiz, Jung took over as COO in July 1998 and has given Avon (revenues: $5.2 billion) the face-lift it needs to compete globally. She's in line to lead Avon, but the question is, If CEO Charlie Perrin sticks around, will Jung look elsewhere for the top job?

15 1998: No. 5 Sherry Lansing AGE 55 Chairman Motion Picture Group PARAMOUNT PICTURES

It's not that Hollywood's most consistently successful studio boss hasn't had her share of wins in '99, including The General's Daughter and Runaway Bride (co-produced with Disney). It's just that 1998, with Titanic and Saving Private Ryan (about $1 billion total box office), was such a score that even this year's solid lineup pales in comparison.

16 1998: No. 16 Karen Katen AGE 50 EVP Global, President U.S. Pharmaceuticals Group PFIZER

Pfizer is close to unseating Merck as the No. 1 pharmaceuticals company. With Viagra leading the way, U.S. pharmaceuticals sales grew 41% last year, generating $7.4 billion of the company's $13.5 billion in revenues. But Pfizer--and Katen--had setbacks too: The FDA severely restricted use of the antibiotic Trovan, and Katen is unlikely to become Pfizer's next CEO.

17 1998: No. 7 Marilyn Carlson Nelson AGE 60 Chairman, CEO Carlson Cos.

Even before buying a stake in Germany's Thomas Cook Group earlier this year, Nelson's family empire spanned the seven continents. Founded by her late father, privately owned Carlson Cos.--Radisson Hotels, TGI Friday's, Carlson Wagonlit Travel, among others--had estimated 1998 revenues of $7.8 billion, but industry insiders say occupancy and profits have been dropping. Nelson sits on the boards of Exxon and US West.

18 1998: No. 10 Judy McGrath AGE 47 President MTV AND M2

The huge success of MTV has energized parent company Viacom, whose stock price has risen more than 40% in the past year. The channel had a banner year, with six consecutive quarters of double-digit ratings growth and three box-office hits in co-production with Lansing's Paramount--Varsity Blues, Election, and The Wood. Opportunities for MTV (and McGrath) seem certain to expand as Viacom acquires CBS.

19 1998: No. 15 Lois Juliber AGE 50 EVP, COO Developed Markets COLGATE-PALMOLIVE

As head of developed markets, Juliber brings in 45% of sales; CP had '98 revenues of $9 billion. It's rumored she'll succeed CEO Reuben Mark, but for now Juliber, who sits on Du Pont's board, needs another Total toothpaste success to tackle P&G and Gillette.

20 1998: No. 20 Gerry Laybourne AGE 52 Chairman, CEO OXYGEN MEDIA

Can she create a multimedia company aimed at women? Now that Time Warner's rival plan has been shelved, Laybourne has a clear shot. She has capital from AOL, Disney, and Paul Allen's Vulcan Ventures and programming from Carsey Werner Mandabach and Oprah. Laybourne has lined up TCI and other cable giants for distribution of her TV channel, which is supposed to launch early next year.

21 1998: No. 41 Judith Estrin AGE 44 SVP, Chief Technology Officer Cisco Systems Estrin calls technology shots at the hottest Silicon Valley company, which grew revenues 43%, to $12 billion, in fiscal '99 and more than doubled market cap, to $229 billion. She is on the boards of Disney, FedEx, and Sun.

22 1998: No. 25 Cathleen Black AGE 55 President HEARST MAGAZINES

Black sells magazines--Cosmopolitan, Harper's Bazaar, Good Housekeeping, Esquire--to 66 million people. This year she helped launch Tina Brown's Talk and partnered with women.com. She is on the boards of IBM and Coke.

23 NEW Linda Sanford AGE 46 General Manager Global Industries IBM

Sanford's sales force brings in 70% of IBM's revenues. Although she isn't a member of the company's elite executive committee, she turned around the mainframe business before being named to the big sales job. She recently joined the board of ITT.

24 1998: No. 17 Ann Moore AGE 49 President People Magazine Group TIME INC.

After running the world's most successful magazine (1998 revenue: $1 billion) for seven years, Moore was promoted last year to president of the group. Now she oversees operations for People (35 million readers), InStyle (3.7 million), Teen People (est. 9.1 million), and People en Espanol (est. 1.6 million). Next spring she's launching a fifth magazine: Real Simple.

25 1998: No. 6 Jill Barad AGE 48 Chairman, CEO MATTEL

Sales of Barbie--which accounted for nearly 30% of Mattel's $4.8 billion revenues last year--fell 15% in 1998. Although Barbie has stabilized, Mattel's stock has lost 32% of its value over the past year. Barad has announced layoffs and plant closings, but it may be too late to save her job.

26 1998: No. 2 Oprah Winfrey AGE 45 Chairman HARPO ENTERTAINMENT GROUP

Though she still has star power, the queen of talk has lost her crown. Judge Judy is daytime's darling, Jerry Springer jumped ahead of Oprah in the ratings, and Beloved was a bust. But Oprah will launch a magazine next spring with Hearst and offer programming on Laybourne's Oxygen channel.

27 1998: No. 13 Judy Lewent AGE 50 SVP, CFO MERCK

Lewent's strategies have helped Merck remain the No. 1 pharmaceuticals company, with a market cap of $161 billion. Lewent is famous for her complex financial models, but upcoming patent expirations have investors worried about the future. The stock has been staggering.

28 NEW Joy Covey AGE 36 Chief Strategy Officer AMAZON.COM

As CFO, her feat was convincing Wall Street that a profitless company was worth $22 billion (her own stake in Amazon: about $150 million). She has been CEO Jeff Bezos' co-strategist for three years--navigating Amazon and its 11 million customers far beyond books--and this year she took the title. She recruited her CFO replacement from Delta Air Lines.

29 1998: No. 14 Rebecca Mark AGE 45 Chairman, CEO AZURIX

Recently Mark dove into a daunting task: consolidating the world's $300 billion drinking water and sewage treatment market. In June she led water subsidiary Azurix's spinoff from Enron, where she is still a board member. Azurix has year-to-date revenues of $248 million, a $2 billion market cap, and contracts to provide water services to more than eight million people.

30 1998: No. 31 Deborah Willingham AGE 43 VP Business and Enterprise Division Marketing MICROSOFT

Willingham has a huge job: marketing Windows 2000--Microsoft's industrial-strength operating system--to the people responsible for technology at some of the world's biggest companies. Although she's not a member of the Business Leadership Team (Gates' inner circle), Willingham's role is crucial to Microsoft's future. If Gates has his way, Windows 2000 will become the standard for server technology.

31 NEW Dina Dublon AGE 46 EVP, CFO CHASE MANHATTAN

Though she's been CFO only since December, Dublon played a key role in the rise of the nation's No. 3 bank. She's the strategist behind Chase's shift to SVA--valuing investments by their return on capital. Investors are pleased: The bank's market cap has nearly doubled in the past year, to $64 billion.

32 NEW Patricia Woertz AGE 46 President CHEVRON PRODUCTS

Late last year, after stints as president of Chevron Canada and Chevron International, Woertz took charge of the fourth-largest oil company's biggest division. That's $16 billion worth of refining, transporting, marketing, and selling at the pump.

33 NEW Lawton Fitt AGE 46 Managing Director GOLDMAN SACHS

Fitt, a 20-year veteran of Goldman Sachs, and her team have taken more technology firms public this year than anyone else on the Street. She maintains a low profile compared with Morgan Stanley's Meeker, but her IPOs--iVillage, eToys, Red Hat, and Juniper Networks--are anything but.

34 1998: No. 30 Ann Fudge AGE 48 EVP KRAFT FOODS

Coffee (Maxwell House) and cereals (Post) may not be as glamorous as Internet startups, but even get-rich-quick entrepreneurs need breakfast. Although her division's revenues--$2.7 billion of the company's $17.3 billion--were flat in 1999, Fudge is considered FORTUNE 500 CEO material. She's on the boards of GE, AlliedSignal, and Liz Claiborne.

35 1998: No. 22 Carolyn Ticknor AGE 52 CEO, President LaserJet Imaging Systems HEWLETT-PACKARD

Ticknor's division, No. 1 in its class worldwide, was responsible for $9.8 billion of HP's $47.1 billion in 1998 revenues, and it continues to be one of the company's growth engines. As successful as Ticknor has been, however, Hewlett-Packard's future lies more in the hands of colleagues Fiorina and Livermore.

36 NEW Dawn Lepore AGE 45 Vice Chairman Chief Information Officer CHARLES SCHWAB

She's the tech guru behind Schwab's big bet on the Net. Back in 1995, she showed boss Chuck Schwab how he could move stock trading online--a high-risk but stunning success. Schwab is now No. 1 in e-trading, and its stock has tripled in a year. For all that, Lepore was promoted to vice chairman in July.

37 1998: No. 42 Jeannine Rivet AGE 51 CEO UNITEDHEALTHCARE

UnitedHealthcare offers managed-care programs to small businesses and runs Medicaid and Medicare programs for state and federal governments. Rivet's company accounted for $12 billion of the $17 billion in 1998 revenues at parent company UnitedHealth Group. Analysts say she has given UnitedHealthcare the industry's best fundamentals.

38 1998: No. 28 Jamie Gorelick AGE 49 Vice Chairman FANNIE MAE

Gorelick sits atop quite a nest: With more than one in five Americans borrowing from Fannie Mae to buy their houses, it is by far the nation's largest home mortgage provider, with 1998 assets of $1 trillion.

39 NEW Jan Brandt AGE 48 President Marketing AMERICA ONLINE

She arrived at AOL in 1993 when the online service provider had 250,000 members and was an also-ran vs. CompuServe and Prodigy. When she prodded CEO Steve Case to blitz America with free disks, he said, "Try it, but I bet it won't work." Ha! Today AOL is No. 1 in cyberspace, with 18 million subscribers.

40 1998: No. 40 Bridget Macaskill AGE 51 CEO, President OPPENHEIMERFUNDS

Described by one analyst as a "personable dynamo," Macaskill is a pioneer in her industry. By targeting women, she made OppenheimerFunds--with more than $100 billion in assets--into the fifth- largest fund family in the country in 1998. Assets are growing, but this year's more competitive industry has cut Oppenheimer to seventh place, behind powerhouses like Franklin, Putnam, and Fidelity.

41 1998: No. 32 Jeanne Jackson AGE 48 CEO BANANA REPUBLIC

Banana Republic has gone from safari funky to chic under Jackson, and has energized parent company Gap--the fastest-growing major apparel retailer. Gap's 1998 revenues rose 39%, to $9.1 billion. Analysts continue to rave about Banana Republic's growth potential: Jackson opened 32 new stores this year, has 40 planned for fiscal '99, and rolled out the first-ever BR catalog.

42 NEW Cynthia Trudell AGE 46 Chairman, President Saturn; VP GENERAL MOTORS

She's the first woman to run a major division of an automaker. Since GM's Saturn loses money and has lost market share, too, for the past four years (it now has 2.6%), this isn't a job many people would want. But fixing problems is Trudell's specialty: Before Saturn she managed plants and quelled labor unrest at the big automaker. This fall she introduced Saturn's first midsized model.

43 NEW Nina DiSesa AGE 53 Chairman, Chief Creative Officer MCCANN-ERICKSON NEW YORK

DiSesa sparked a turnaround at the world's largest ad agency. Her soft, creative touch has attracted megabrands like Lucent, Microsoft, and Boeing. She was promoted to chairman of the flagship office for helping to add $1 billion in business annually since 1996.

44 1998: No. 34 Linda Wachner AGE 53 Chairman, CEO WARNACO, AUTHENTIC FITNESS

Wachner--CEO of a company that makes apparel for Fruit of the Loom and Calvin Klein--has had a tough run. Warnaco stock fell 27% in the last year, and the company lost $32 million. Her power is in her pay: She got a compensation package worth an estimated $73 million last year.

45 1998: No. 19 Darla Moore AGE 45 President RAINWATER INC.

Fortune's "Toughest Babe in Business" can still pack a wallop, though recent investments--a small insurance company and a stake in a Texas bank--haven't attracted much attention. The fitful billionaire's latest crusade is reforming the finances of South Carolina, her home state.

46 1998: No. 45 Marion Sandler AGE 68 Co-Chairman, Co-CEO GOLDEN WEST FINANCIAL

One of only three female CEOs of a FORTUNE 500 company, Sandler has used financial savvy and tireless marketing to build her and her husband's California thrift into the third-largest S&L in the nation (assets: $38 billion). That's impressive-- but it's still only 5.7% of the assets of Citigroup, home of No. 2 Miller.

47 NEW Michelle Anthony AGE 42 EVP SONY MUSIC ENTERTAINMENT

A onetime entertainment lawyer, Anthony arrived at Sony in 1990, brought in rockers Aerosmith and Pearl Jam, and helped recast the stodgy record giant. Sales have doubled, to $6.3 billion, making Sony Music, under boss Tommy Mottola, the market leader last year. Now Anthony is livin' la vida loca (Ricky Martin is on Sony's docket) and carrying a slate of powerful women artists too: Celine Dion, Lauryn Hill, Mariah Carey, Barbra Streisand, the Dixie Chicks.

48 1998: No. 26 Orit Gadiesh age 48 Chairman BAIN & CO.

While Bain is only the world's 18th-largest management consulting firm (estimated 1998 revenues: $600 million), it ranks just below McKinsey and Boston Consulting Group for strategic CEO-level work. Brash and brainy (and infamous for her magenta hair), Gadiesh is tight with the bosses at Motorola, Kodak, Dell, and Nestle. But recently her power has begun to slip against up-and-coming Internet consultancies.

49 NEW Charlotte Beers AGE 64 Chairman J. WALTER THOMPSON

WPP chief Martin Sorrell wooed Madison Avenue's diva, former CEO of Ogilvy & Mather, out of retirement to gloss up his other ad giant, Thompson. Her charisma has drawn attention to Thompson's account wins--Kimberly-Clark, Siemens, Qwest--though she didn't bring them in. Beers' high visibility is controversial--but needed.

50 1998: No. 29 Abigail Johnson AGE 37 SVP FIDELITY INVESTMENTS

As Fidelity's largest shareholder (with a 24.5% voting stake in parent company FMR), Johnson sits on the board of directors and oversees 22 funds, with $235.8 billion in assets. But rumors persist that the heir to America's largest mutual fund family doesn't want to run the company. She is focused on raising her toddlers instead.

*All stock prices on this list are as of Sept. 21.

REPORTER ASSOCIATES Deirdre P. Lanning and Tyler Maroney