(FORTUNE Magazine) – So what's the state of the workplace at the turn of the century? Go to Orange County, Calif., where twentysomethings Jennifer Withers, an administrative assistant, and her husband, Dave, a programmer at electronics firm Odetics, cashed in stock options for a down payment on a townhouse. Or to Manhattan, where management consultant Susan Sweet just had her Christmas cards hand-addressed and a billing dispute with a dry cleaner resolved through a concierge service provided by her employer, Ernst & Young. Or to Houston, where marketing assistant Patty Fulenwider was able to take her boyfriend for a weeklong, all-expenses-paid trip to Maui last March, courtesy of her employer, developer David Weekley Homes.

Welcome to the brave new workplace, as revealed by FORTUNE's third annual survey to determine the 100 Best Companies to Work For in America. In an ultratight labor market, companies primp to woo and retain talent. They offer perks and amenities like concierge services, unheard of until recently. They listen to employee input, adjust schedules to suit family obligations, provide training, and cut workers into stock-purchase, stock-option, and stock-award programs formerly reserved for the management elite.

Sure, not every company follows this path. More than a few "Chainsaw" types still run companies, and many CEOs still can't manage to say thank you, let alone offer stock options. And our list is full of businesses from industries that rely on skilled workers already in short supply. But when you consider the range of companies that made this year's list, it's clear that on the whole, U.S. employees face the new century with better prospects than ever.

Here's a snapshot of the 100 Best Companies to Work For: They come from 20 different fields and 30 states. While 42 are in information technology or financial services, we've also identified stars from retailing, pipe manufacturing, supermarkets, the jam business (J.M. Smucker ranks 22nd), and even law firms. Many (42) are private, but 58 are publicly traded. And companies that do right by employees seem to do right by stockholders. Shares of public companies on the list rose 37% annualized over the past three years, compared with 25% for the S&P 500. Qualcomm, the San Diego-based developer of wireless technology, led the way with a 1,500% increase in 1999.

Is it a coincidence that the public companies on our list did so much better than the S&P index? Maybe. But the list does reflect a fundamental change in the economy. A century ago the most valuable U.S. corporation was U.S. Steel, whose primary assets were smokestack factories. Today's most valuable corporation is Microsoft, whose most valuable assets go home every night. Companies that want those assets to return every morning must pay attention to the workplace. The 100 Best do this better than most, keeping turnover down. (For a sense of how our top company, retail chain Container Store, keeps its turnover low, check out "My Job at the Container Store," by Daniel Roth, who worked for a week at one of the company's Dallas stores.)

Of course, the 100 Best also nurture the financial side of their relationships with employees. Some 36 of the 58 publicly held companies on this list offer options to all employees, which helps make up for the fact that real wages in the U.S. are up just 0.8% in the past 12 months. More than 1,000 Charles Schwab employees have over $1 million in their accounts from generous stock grants.

But financial perks aren't the big story here. The big story is that these companies are trying to help employees balance their home and work lives. More and more offer perks such as flexible schedules and day care. In 1984, when the two of us first published the list as a bestselling book, only one company had on-site day care. Today 29 do.

The 100 Best also do their utmost to address their employees' intellectual needs. Some 53 offer on-site university courses, and 91 have tuition reimbursement, with 24 reimbursing more than $4,000 a year. MBNA offers up to $15,600 a year.

Yes, some of this is over the top. Will companies still walk their employees' dogs after an economic downturn? No. But it's unlikely that a slowdown would lead the 100 Best to revert to draconian workplace practices. In an increasingly tough global business world, what differentiates top companies from their competitors is often the quality of their highly skilled workers. So savvy CEOs like Jimmy Blanchard at Synovus Financial, Michael Krasny at CDW Computers, Gordon Bethune at Continental Airlines, and John Chambers at Cisco Systems understand that having a special relationship with employees is key to their success. Imagine Herb Kelleher at Southwest Airlines, which has been at or near the top of our list for three years, deciding to squeeze employees rather than nurture them. What would happen to his company? Who knows--but it certainly wouldn't be Southwest.

REPORTER ASSOCIATES Feliciano Garcia and Karen Vella-Zarb

[A] U.S. employees [B] (OUTSIDE U.S.) [C] % Women [D] % Minorities[1] [E] Revenues in millions (1998)

Rank (1998) Company Headquarters (U.S. sites) Web address [A] [B] [C] [D] [E]

1 1,271 350 59% 26% $155 CONTAINER STORE Dallas (20) www.containerstore.com

2 (4) 28,395 -- 54% 25% $4,164 SOUTHWEST AIRLINES Dallas (67) www.southwest.com

3 (24) 16,144 4,233 25% 43% $8,459 CISCO SYSTEMS San Jose (126) www.cisco.com

4 (2) 1,095 -- 10% 28% $163 TDINDUSTRIES Dallas (200) www.tdindustries.com

5 (1) 9,489 23 66% 19% $1,003 SYNOVUS FINANCIAL Columbus, Ga. (343) www.synovus.com

6 (3) 3,430 2,697 52% 13% $871 SAS INSTITUTE Cary, N.C. (51) www.sas.com

7 (11) 18,187 472 63% 5% $1,410 EDWARD JONES St. Louis (4,740) www.edwardjones.com

8 13,192 654 39% 23% $2,736 CHARLES SCHWAB San Francisco (375) www.schwab.com

9 (7) 8,664 4,975 59% 25% $22,478 GOLDMAN SACHS New York (19) www.goldmansachs.com

10 (9) 18,047 2,348 58% 21% $9,508 MBNA Wilmington, Del. (21) www.mbnainternational.com

11 (36) 1,650 -- 30% 26% $1,734 CDW COMPUTER CENTERS Vernon Hills, Ill. (5) www.cdw.com

12 (5) 632 2 24% 12% $120 SCITOR Sunnyvale, Calif. (16) www.scitorcorp.com

13 (15) 947 302 57% 11% $380 FRANK RUSSELL Tacoma (4) www.russell.com

14 (47) 6,072 243 31% 37% $3,348 QUALCOMM San Diego (16) www.qualcomm.com

15 (30) 963 185 51% 1% $135 GREAT PLAINS Fargo, N.D. (5) www.greatplains.com

16 (12) 1,361 22 46% 17% $1,008 FINOVA GROUP Phoenix (68) www.finova.com

17 (29) 1,168 -- 55% 5% $120 PLANTE & MORAN Southfield, Mich. (16) www.plante-moran.com

18 (13) 2,639 2,091 70% 34% $7,104 AFLAC Columbus, Ga. (4) www.aflac.com

19 (33) 729 -- 17% 29% N.A. GRANITE ROCK Watsonville, Calif. (17) www.graniterock.com

20 17,652 29,116 45% 22% $13,540 PFIZER New York (39) www.pfizer.com

21 (27) 22,222 9,524 26% 20% $15,262 MICROSOFT Redmond, Wash. (8) www.microsoft.com

22 (22) 1,900 269 45% 21% $565 J.M. SMUCKER Orrville, Ohio (12) www.smucker.com

23 (40) 39,649 3,369 47% 31% $7,951 CONTINENTAL AIRLINES Houston (95) www.continental.com

24 (73) 12,497 5,442 32% 18% $31,260 ENRON Houston (332) www.enron.com

25 2,362 -- 74% 10% $437 REPUBLIC BANCORP Owosso, Mich. (191) www.republicbancorp.com

26 (37) 1,357 69 51% 11% $741 VALASSIS COMMUN. Livonia, Mich. (12) www.valassis.com

27 (53) 4,594 1,227 48% 25% $2,718 AMGEN Thousand Oaks, Calif. (4) www.amgen.com

28 (16) 637 62 39% 9% $140 WRQ Seattle (3) www.wrq.com

29 (21) 729 5 49% 73% $1,000 KINGSTON TECHNOLOGY Fountain Valley, Calif. (1) www.kingston.com

30 (26) 1,869 2,800 49% 25% $862 TIMBERLAND Stratham, N.H. (64) www.timberland.com

31 (8) 26,889 54,000 45% 21% $9,000 DELOITTE & TOUCHE Wilton, Conn. (111) www.us.deloitte.com

32 (56) 3,382 -- 49% 34% $1,151 GENENTECH South San Francisco (2) www.gene.com

33 930 -- 41% 8% $608 DAVID WEEKLEY HOMES Houston (136) www.davidweekleyhomes.com

34 (86) 5,037 4,576 50% 26% $2,174 ALCON LABORATORIES Fort Worth (8) www.alconlabs.com

35 (17) 1,833 8 49% 22% $626 JANUS Denver (3) www.janus.com

36 1,087 -- 58% 15% $160 ALSTON & BIRD Atlanta (5) www.alston.com

37 (18) 15,002 -- 44% 6% $2,241 A.G. EDWARDS & SONS St. Louis (646) www.agedwards.com

38 (28) 35,956 23,043 53% 27% $26,900 MERCK Whitehouse Station, N.J. (70) www.merck.com

39 (14) 7,585 -- 74% 29% $1,526 FIRST TENNESSEE Memphis (311) www.ftb.com

40 2,760 3 54% 11% $618 AMERICAN CENTURY Kansas City, Mo. (18) www.americancentury.com

41 (39) 519 -- 63% 25% $89 FENWICK & WEST Palo Alto (3) www.fenwick.com

42 2,158 589 39% 25% $895 ADOBE SYSTEMS San Jose (18) www.adobe.com

43 (10) 83,200[4] 60,533 37% 23% $47,061 HEWLETT-PACKARD Palo Alto (309) www.hp.com

44 (62) 117,814 35,352 35% 25% $31,806 LUCENT TECHNOLOGIES Murray Hill, N.J. (1,434) www.lucent.com

45 1,998 -- 71% 30% $1,121 VISION SERVICE PLAN Rancho Cordova, Calif. (24) www.vsp.com

46 809 -- 80% 19% $419 Third FEDeral S&L Cleveland (40) www.thirdfederal.com

47 5,065 4 37% 5% $633 PELLA Pella, Iowa (10) www.pella.com

48 (70) 11,344 13,000 40% 62% $1,342 FOUR SEASONS HOTELS Toronto, Ontario (29) www.fourseasons.com

49 (23) 2,927 -- 48% 19% $6,200 JM FAMILY ENTERPRISES Deerfield Beach, Fla. (7) www.jmfamily.com

50 (43) 26,219 -- 53% 10% $2,400 WEGMANS FOOD MARKETS Rochester, N.Y. (92) www.wegmans.com

51 12,681 1,063 38% 32% $3,847 AMERICA ONLINE Dulles, Va. (160) www.aol.com

52 1,398 -- 63% 13% $303 VHA Irving, Texas (30) www.vha.com

53 (45) 3,996 1,619 42% 16% $934 J.D. EDWARDS Denver (18) www.jdedwards.com

54 748 -- 78% 9% $62 GRIFFIN HOSPITAL Derby, Conn. (1) www.griffinhealth.org

55 14,951 15,400 40% 15% $9,237 ELI LILLY Indianapolis (83) www.lilly.com

56 (46) 4,556 2,046 34% 23% $1,200 BMC SOFTWARE Houston (34) www.bmc.com

57 8,049 591 60% 34% $1,549 NORTHERN TRUST Chicago (75) www.ntrs.com

58 1,235 336 30% 31% $106 MICROSTRATEGY Vienna, Va. (26) www.microstrategy.com

59 (79) 120,072 18,457 33% 41% $13,979 FEDERAL EXPRESS Memphis (2,000) www.fedex.com

60 (41) 12,390 755 59% 28% $2,600 CAPITAL ONE FINANCIAL Falls Church, Va. (37) www.capitalone.com

61 6,962 -- 43% 46% $715 MEN'S WEARHOUSE Fremont, Calif. (440) www.menswearhouse.com

62 5,502 1,521 32% 29% $1,660 TELLABS Lisle, Ill. (22) www.tellabs.com

63 1,844 -- 40% 27% $223 SRA INTERNATIONAL Fairfax, Va. (54) www.sra.com

64 (20) 3,921 1,929 41% 12% $1,231 W.L.GORE & ASSOCIATES Newark, Del. (31) www.gore.com

65 (49) 38,377 24,768 28% 30% $26,300 INTEL Santa Clara, Calif. (194) www.intel.com

66 (32) 1,170 200 31% 9% N.A. LUCAS DIGITAL San Rafael, Calif. (2) www.ilm-jobs.com

67 1,227 161 65% 5% $471 RODALE Emmanus, Pa. (11) www.rodale.com

68 (64) 37,991 55,000 49% 29% $23,700 JOHNSON & JOHNSON New Brunswick, N.J. (40) www.jnj.com

69 (38) 5,524 15 40% 11% $587 REI Sumner, Wash. (55) www.rei.com

70 (44) 121,932 7,170 56% 57% $7,968 MARRIOTT INTERNATIONAL Washington, D.C. (1,565) www.marriott.com

71 5,185 -- 51% 23% $506 UKROP'S SUPER MARKETS Richmond (30) www.ukrops.com

72 (48) 16,332 -- 44% 24% $1,390 WHOLE FOODS MARKET Austin, Texas (135) www.wholefoods.com

73 (78) 112,325 -- 50% 34% $12,067 PUBLIX SUPER MARKETS Lakeland, Fla. (606) www.publix.com

74 6,887 1,574 44% 23% $1,006 AMERICAN MGMT. SYS. Fairfax, Va. (62) www.amsinc.com

75 6,322 40,678 38% 42% $15,700 NOKIA Irving, Texas (17) www.nokia.com

76 51,012 32,600 67% 27% $19,100 AMERICAN EXPRESS New York (2,678) www.americanexpress.com

77 1,304 441 31% 30% $274 NATIONAL INSTRUMENTS Austin, Texas (2) www.natinst.com

78 (31) 6,848 887 50% 35% $1,897 GUIDANT Indianapolis (5) www.guidant.com

79 (81) 2,289 -- 10% 26% $550 AMERICAN CAST IRON PIPE Birmingham, Ala. (14) www.acipco.com

80 (50) 603 133 54% 38% $182 PATAGONIA Ventura, Calif. (19) www.patagonia.com

81 18,204 9,311 35% 32% $18,243 DELL COMPUTER Round Rock, Texas (3) www.dell.com

82 (61) 16,069 1,163 60% 29% $1,114 LENSCRAFTERS Cincinnati (799) www.lenscrafters.com

83 (63) 18,785 10,003 34% 36% $9,791 SUN MICROSYSTEMS Palo Alto (210) www.sun.com

84 2,426 -- 58% 4% $667 CABELA'S Sidney, Neb. (12) www.cabelas.com

85 8,081 -- 78% 35% $588 ORLANDO RGL. HEALTHCARE Orlando (125) www.orhs.org

86 (75) 33,538 85,000 45% 21% $10,900 ERNST & YOUNG New York (87) www.ey.com

87 (76) 3,898 800 77% 1% $1,400 LANDS' END Dodgeville, Wis. (22) www.landsend.com

88 (55) 32,516 900 60% 30% $1,309 STARBUCKS Seattle (2,082) www.starbucks.com

89 (91) 23,300 1,007 42% 29% $1,700 KINKO'S Ventura, Calif. (1,170) www.kinkos.com

90 10,035 199 37% 19% $6,200 GENERAL MILLS Minneapolis (44) www.generalmills.com

91 (54) 1,609 -- 58% 32% $269 BUREAU OF NATL. AFFAIRS Washington, D.C. (17) www.bna.com

92 6,931 1,993 62% 22% $6,350 CHUBB & SON Warren, N.J. (58) www.chubb.com

93 2,519 -- 22% 20% $5,500 VALERO ENERGY San Antonio (6) www.valero.com

94 (98) 35,615 -- 71% 37% $5,000 NORDSTROM Seattle (137) www.nordstrom.com

95 2,299 34 44% 15% $760 MFS Boston (2) www.mfs.com

96 (34) 526 50 33% 28% $83 ODETICS Anaheim, Calif. (6) www.odetics.com

97 8,421 3 35% 59% $136 BARTON PROTECTIVE SVCS. Atlanta (32) www.bartonsolutions.com

98 (65) 21,754 102 63% 39% $7,687 USAA San Antonio (7) www.usaa.com

99 (82) 4,271 1,995 34% 38% $5,805 QUANTUM Milpitas, Calif. (7) www.quantum.com

100 29,396 40,607 43% N.A. $17,575 NORTEL NETWORKS Brampton, Ont. (233) www.nortelnetwork.com

[F] Job growth[2] [G] New jobs (2 yrs.) [H] Applicants [I] Voluntary turnover (1998) [J] Training[3] hrs./yr.

[F] [G] [H] [I] [J]

[CONTAINER STORE] 44% 386 12,000 33% 135 [SOUTHWEST AIRLINES] 14% 3,455 136,371 7% 70 [CISCO SYSTEMS] 81% 7,226 105,000 5% 80 [TDINDUSTRIES] 10% 98 2,200 20% 41 [SYNOVUS FINANCIAL] 37% 2,573 7,750 7% 37 [SAS INSTITUTE] 21% 604 20,460 4% 32 [EDWARD JONES] 42% 5,370 38,735 20% 113 [CHARLES SCHWAB] 36% 3,462 17,015 11% N.A. [GOLDMAN SACHS] 40% 2,460 23,500 6% 32 [MBNA] 3% 493 69,415 N.A. 34 [CDW COMPUTER CENTERS] 88% 774 16,199 29% 22 [SCITOR] 33% 156 755 7% 26 [FRANK RUSSELL] -19% -220 5,296 9% 42 [QUALCOMM 13% 792 120,000 7% 55 [GREAT PLAINS] 65% 380 5,000 3% 88 [FINOVA GROUP] 41% 444 5,600 13% 46 [PLANTE & MORAN] 42% 348 3,500 11% 48 [AFLAC] 26% 546 12,143 8% 62 [GRANITE ROCK] 31% 174 2,000 3% 43 [PFIZER] -4% -724 155,500 4% 27 [MICROSOFT] 46% 7,000 180,056 7% N.A. [J.M. SMUCKER] 7% 125 5,900 5% 40 [CONTINENTAL AIRLINES] 21% 6,947 97,000 5% 71 [ENRON] 19% 2,024 15,825 4% 55 [REPUBLIC BANCORP] 66% 937 4,000 26% 30 [VALASSIS COMMUN.] 15% 175 16,260 5% 58 [AMGEN] 13% 514 3,696 6% 30 [WRQ] 4% 27 4,127 15% 100 [KINGSTON TECHNOLOGY] 32% 177 5,000 9% 65 [TIMBERLAND] 12% 207 61,722 27% 24 [DELOITTE & TOUCHE] 35% 7,014 82,500 18% 60 [GENENTECH] 4% 140 21,240 12% 32 [DAVID WEEKLEY HOMES] 38% 256 11,000 27% 40 [ALCON LABORATORIES] 7% 353 91,000 5% 40 [JANUS] 84% 839 11,950 14% N.A. [ALSTON & BIRD] 70% 449 5,281 14% 35 [A.G. EDWARDS & SONS] 25% 2,994 23,190 14% 40 [MERCK] 11% 3,548 165,000 8% 40 [FIRST TENNESSEE] 24% 1,459 59,855 17% 40 [AMERICAN CENTURY] 21% 476 12,521 9% 46 [FENWICK & WEST] 83% 235 3,900 22% 50 [ADOBE SYSTEMS] 5% 96 21,894 16% 30 [HEWLETT-PACKARD] -0.6% -538 N.A. N.A. N.A. [LUCENT TECHNOLOGIES] 18% 17,675 145,877 1% 40 [VISION SERVICE PLAN] 23% 369 27,100 15% 43 [THIRD FEDERAL S&L] 21% 139 1,603 13% 35 [PELLA] 56% 1,818 20,946 32% 19 [FOUR SEASONS HOTELS] 11% 1,098 108,510 24% 35 [JM FAMILY ENTERPRISES] 2% 65 16,642 15% 29 [WEGMANS FOOD MARKETS] 16% 3,524 85,000 7% 30 [AMERICA ONLINE] 72% 5,328 81,083 22% 24 [VHA] 32% 336 883 13% 8 [J.D. EDWARDS] 72% 1,666 21,360 10% 102 [GRIFFIN HOSPITAL] -7% -53 1,421 21% 71 [ELI LILLY] 0.3% 48 50,326 5% 63 [BMC SOFTWARE] 111% 2,397 27,000 14% 65 [NORTHERN TRUST] 14% 994 5,968 12% 16 [MICROSTRATEGY] 147% 734 33,688 14% 90 [FEDERAL EXPRESS] 14% 13,925 81,000 4% 48 [CAPITAL ONE FINANCIAL] 106% 6,378 N.A. 13% 106 [MEN'S WEARHOUSE] 19% 1,125 N.A. 29% 40 [TELLABS] 30% 1,274 6,544 6% 40 [SRA INTERNATIONAL] 41% 532 26,955 16% 51 [W.L.GORE & ASSOCIATES] -2% -76 15,785 9% 15 [INTEL] 11% 3,925 199,000 10% 77 [LUCAS DIGITAL] 58% 431 9,500 3% 27 [RODALE] 3% 40 4,680 12% 23 [JOHNSON & JOHNSON] 9% 3,238 125,000 7% 45 [REI] 16% 761 48,000 10% 28 [MARRIOTT INTERNATIONAL] -34% -62,613[5] 412,000 34% 40 [UKROP'S SUPER MARKETS] 14% 636 8,203 11% 16 [WHOLE FOODS MARKET] 10% 1,438 N.A. N.A. 35 [PUBLIX SUPER MARKETS] 7% 7,929 N.A. 10% 40 [AMERICAN MGMT. SYS.] 29% 1,556 50,865 17% 25 [NOKIA] 210% 4,282 100,000 8% 44 [AMERICAN EXPRESS] 15% 6,654 42,748 16% 38 [NATIONAL INSTRUMENTS] 30% 307 3,000 8% 40 [GUIDANT] 71% 2,832 11,000 8% 53 [AMERICAN CAST IRON PIPE] -3% -77 8,741 2% 119 [PATAGONIA] 16% 84 8,000 26% 45 [DELL COMPUTER] 106% 9,379 92,413 8% 38 [LENSCRAFTERS] 31% 3,808 N.A. 29% 93 [SUN MICROSYSTEMS] 45% 5,821 159,078 11% 48 [CABELA'S] 21% 421 7,751 24% 35 [ORLANDO RGL. HEALTHCARE] 7% 518 19,147 14% 25 [ERNST & YOUNG] 29% 7,500 159,976 19% 39 [LANDS' END] 10% 347 8,755 10% 48 [STARBUCKS] 53% 11,284 62,066 19% 24 [KINKO'S] 13% 2,664 118,000 38% 80 [GENERAL MILLS] 2% 226 N.A. 11% 60 [BUREAU OF NATL. AFFAIRS] 2% 27 872 6% 10 [CHUBB & SON] 4% 252 35,000 7% 40 [VALERO ENERGY] 47% 807 4,141 3% 33 [NORDSTROM] 0% -10 N.A. 43% N.A. [MFS] 132% 1,306 6,217 12% 18 [ODETICS] -21% -136 1,900 4% 40 [BARTON PROTECTIVE SVCS.] 23% 1,583 15,825 10% 48 [USAA] 41% 6,298 52,812 6% 84 [QUANTUM] -12% -557 36,640 8% 40 [NORTEL NETWORKS] 14% 3,692 102,034 7% 45

[CONTAINER STORE] Why is this small retailer of boxes No. 1? For starters, it pays well. Moreover, it doesn't act like a retailer: After ten years employees get sabbaticals, and everyone's expected to know daily sales information.

[SOUTHWEST AIRLINES] Southwest is famous for its wacky corporate culture. But profit sharing and liberal stock options that have created dozens of millionaires don't seem so wacky to us.

[CISCO SYSTEMS] The computer network giant is growing fast--adding 5,000 new employees just last year--but still boasts stock options for everyone as well as on-the-spot bonuses of up to $2,000 for exceptional performance.

[TDINDUSTRIES] The employee-owned construction company indexed health insurance premiums to income: The more you make, the more you pay. Workers get two weeks of paid personal time off after one year.

[SYNOVUS FINANCIAL] Benefits are lush at this credit card processor and bank holding company. Pay for all team members is supplemented by pension and bonuses of up to 21% of gross salary, plus stock options.

[SAS INSTITUTE] This software maker is the closest thing to a workers' utopia in America: on-site child care, health center with physicians and dentists, massage therapist, wooded campus, and profit sharing.

[EDWARD JONES] Most brokers here qualify for twice-a-year, expenses-paid jaunts for two to places like Alaska or Pebble Beach. When it comes to flextime requests, managers are encouraged to "do what is right and human."

[CHARLES SCHWAB] The anti-Wall Street brokerage certainly seems to work for its employees: 10% of them have more than $1 million in their ESOP accounts. Plus massages during busy periods.

[GOLDMAN SACHS] When this bastion of Wall Street went public in 1999, after 130 years as a partnership, every employee received a stock award. Those working late into the night are ferried home by a free limo service.

[MBNA] If you get married while at this credit card company, you get an extra week of vacation. Stick around to have a family: six child-care centers and college scholarships of up to $32,000 for employees' kids.

[CDW COMPUTER CENTERS] Free bagels and fruit every Tuesday and Thursday at this computer distributor, plus free ice cream in the summer. The human resources department was renamed co-worker services.

[SCITOR] At this project-management consultant, everybody picks his or her own title. Heath benefits include $1,400-a-year reimbursement for out-of-pocket expenses. For the 20th anniversary, staff and guests went to Maui.

[FRANK RUSSELL] The pension-fund consultant was sold to Northwestern Mutual Life last year but remains independent. Ten-year veterans get two months' sabbatical; Chairman George Russell took his climbing in the Himalayas.

[QUALCOMM] On-site fitness centers; basketball, tennis, and volleyball courts. The company picks up 100% of health insurance premiums. The stock was up 1,500% in 1999--a boon to employees with options.

[GREAT PLAINS] Every new hire at this business software maker gets stock options. Employees get laptops to telecommute and keys to company buildings so that they can set their own hours.

[FINOVA GROUP] Each major site at Finova, which provides capital to mid-sized firms, has a Funovaters committee for social activities. And there's unlimited paid time off for charity work and help for children's college tuition.

[PLANTE & MORAN] One of the guiding principles at this accounting firm: "Individual staff members will not be required to perform work that offends their personal principles."

[AFLAC] An on-site child-care center at this insurer cares for 280 children and grandchildren of employees. Employees can take 12 weeks at full pay to care for an ill spouse, child, or parent.

[GRANITE ROCK] A construction firm that calls workers "job owners." Company pays 100% health-care premium, and the plan covers 12 massages a year. Employees can buy a home PC by deducting $65 a month from pay.

[PFIZER] Every employee got options on 150 shares in 1999 to celebrate Pfizer's 150th birthday. They can also get prescription drugs made by Pfizer--and that includes Viagra--free.

[MICROSOFT] Work for a monopoly, and you get camaraderie, great benefits, and a good shot at becoming a millionaire. Sound good? Then get to know someone who works there. Some 40% of new hires come from employee referrals.

[J.M. SMUCKER] For its 100th anniversary, Smucker invited everybody from its headquarters' small town to come for pancakes (more than 20,000 were served). And then there's a Christmas bonus--2% of pay.

[CONTINENTAL AIRLINES] CEO Gordon Bethune piloted a huge workplace turnaround in part by showing appreciation (Ford Explorers for perfect attendance, a $65 monthly performance bonus) and hobnobbing with the rank and file.

[ENRON] An energy company where women hold almost one-third of management jobs. Up to 180 paid sick days a year and 11 paid holidays. If you're in Houston, you know the Astros now play in Enron Field.

[REPUBLIC BANCORP] This bank holding company is fueled by an enthusiastic sales force and support staff that get big bonuses for bringing in mortgage borrowers. New fathers and adoptive parents get six-week paid leaves.

[VALASSIS COMMUN.] This newspaper-insert printer offers programs like "Wheels-on-loan" (if your car is in the shop), "You've got it maid" (discounts on maid services), and "Gourmet to go" (ready-to-heat meals).

[AMGEN] Biotech leader with on-site child care; an on-site fitness center open seven days a week; and an array of convenience services. Coming soon: on-site car rentals and a shuttle to the airport.

[WRQ] At this software company, 95% of employees have flexible work hours. The building has magnificent mountain views, a nap room with futons, on-site massages, and dock space for kayaking commuters.

[KINGSTON TECHNOLOGY] The average employee got $100,000 after Softbank purchased 80% of Kingston. Founders David Sun and John Tu have since repurchased the shares and continue employee-friendly policies.

[TIMBERLAND] Employees at this bootmaker get 40 hours of paid time a year for volunteer work. Annual Lifestyle Leave of 64 paid hours for sick time or personal matters. Company also gives $10,000 for adoption aid.

[DELOITTE & TOUCHE] There's two-week paid parental leave at this accounting firm and insurance for cars, homes, and legal expenses. Ten part-timers have made partner. Employee referrals accounted for 26% of hires in 1998.

[GENENTECH] Employees at this biotech leader have a child-care center, six-week sabbaticals every six years, no premium for health insurance, and unlimited paid sick days that can also be used to care for an ill child.

[DAVID WEEKLEY HOMES] In addition to Christmas blowouts, this homebuilder flew most of its Team Members--543, plus guests--to Maui in 1999 for meeting performance goals. It expects to send them to the Cayman Islands in 2000.

[ALCON LABORATORIES] The eye-drug maker gives employees up to $10,000 for transportation costs to be with ill family members. Employees who work in office jobs are urged to spend a day on the manufacturing line.

[JANUS] Business was booming in the first half of 1999, thanks to its mutual funds. That led to forced overtime for the staff, but Janus people have an incentive to work hard; they share in the profits.

[ALSTON & BIRD] Employees talk about the "family feeling" at this law firm, which offers three-month paid maternity leave for lawyers and profit sharing in the amount of 2% to 6% of pay.

[A.G. EDWARDS & SONS] When the company asked "brokers" what they wanted to be called, they opted for "financial consultants." Great 401(k) plan matches employee contribution 100% up to 3% of pay, plus profit sharing.

[MERCK] Drug industry giant offers virtually every benefit known to humankind (including coverage of laser eye surgery). Strong development programs for every employee and top pay to boot.

[FIRST TENNESSEE] Tennessee's largest bank offers benefits like Wellness Dollars ($130 for practicing ten healthy behaviors) and TOP Dollars (bonus based on company performance). Bank also offers subsidized child care.

[AMERICAN CENTURY] Founder and his wife are philanthropists. Every employee entitled to a business card and a great ergonomic chair. A life-cycle account covers wellness, fitness, and "personal development"--like guitar lessons.

[FENWICK & WEST] This law firm rented a theater to show employees the new Star Wars movie. Firm also picks up plane fare when nonpartner attorneys want to use its condo on Maui for a week.

[ADOBE SYSTEMS] Sushi, ginger-marinated chicken breast, or fettuccine puttanesca are available for about $5 an entree for these developers of computer graphics. Plus three weeks' paid sabbatical every five years.

[HEWLETT-PACKARD] New CEO Carly Fiorina promised that the new, streamlined HP (without the 21,000 people who were spun off into Agilent) would remain true to the culture of integrity and respect known as the HP Way.

[LUCENT TECHNOLOGIES] The networking equipment company needs skilled thinkers and has one of the most generous tuition-reimbursement programs: $7,000 a year for undergraduate study and $9,000 for graduate.

[VISION SERVICE PLAN] This provider of eye care through insurance contracts with companies gives performance bonuses, allows an annual 15%-of-pay contribution to retirement accounts, and covers domestic partners' health care.

[THIRD FEDERAL S&L] CEO is the lead vocalist in a company rock band. Employees can get $2,000 toward a down payment when they buy a house in Slavic Village, the working-class area where the company was founded 61 years ago.

[PELLA] The maker of wood windows and doors has been under the same family ownership for 75 years--and has never had a layoff. Profit sharing has supplemented employee pay by 15% every year since 1952.

[FOUR SEASONS HOTELS] A night at a Four Seasons hotel can cost $300 to $500, but employees and their families can book a room for nothing. Great benefits for a hotel chain: automatic 401(k) contributions and profit sharing.

[JM FAMILY ENTERPRISES] Family-owned Toyota distributor offers 30 paid days off a year, free haircuts and manicures, two on-site gyms, an indoor lap swimming pool open all the time, and use of company jet for emergencies.

[WEGMANS FOOD MARKETS] This gleaming, 24-hour supermarket chain picks up the entire health insurance premium for its employees--and that includes part-timers--and their family members.

[AMERICA ONLINE] Just about everyone, including hourly employees at the call centers, is a shareholder. About half the work force is under 30. All employees get two free AOL accounts--one for a friend.

[VHA] This Texas-based cooperative, which provides services for community hospitals, offers a 401(k) plan with 100% match for up to 5% of pay, 18 paid days off the first year, and bonuses indexed to customer satisfaction.

[J.D. EDWARDS] An enterprise software seller where the CEO attends the monthly birthday-cake and ice-cream celebration. Its free Wednesday breakfast was donated to Columbine High School after the shooting.

[GRIFFIN HOSPITAL] A hospital that acts like a hotel. Employees have their own health clinic within the hospital, and they can get chair massages two days a week. A daily half-hour meditation session is also offered.

[ELI LILLY] Getting married? Take an extra week of paid vacation. Child is sick? Lilly provides 64 hours of paid time off. During the '90s every employee got options on 300 Lilly shares. Prozac is free, but who needs it?

[BMC SOFTWARE] Top salaries, good benefits (zero premium for health insurance), and a city within a company (full-service gym with personal trainers, indoor basketball court, hairstyle salon, two restaurants, and car wash).

[NORTHERN TRUST] This 110-year-old trust bank offers on-site child care at its downtown Chicago headquarters, gives stock to all employees, and is flexible--24% of employees telecommute, and another 25% are on compressed workweeks.

[MICROSTRATEGY] Enterprise software maker takes all its employees on a weeklong Caribbean cruise in January, and to Washington, D.C., with spouses or friends in April. Some 70% of employees are under age 30.

[FEDERAL EXPRESS] The overnight delivery service has a no-layoff policy and an annual session where work groups give feedback to their supervisors. Promotes from within: 16 of 18 senior VPs started in nonmanagement jobs.

[CAPITAL ONE FINANCIAL] Employees follow the stock price because they're all shareholders. The CEO and COO gave up their salaries and bonuses in exchange for options. Good move. The stock was up 112% in 1998.

[MEN'S WEARHOUSE] All new salespeople are sent to SUITS University in California for a week. And 75 outstanding nonmanagement performers get trips to Hawaii, the Caribbean, Europe, or the company's California beach house.

[TELLABS] Makes equipment for voice and data transmission. Offers unlimited paid sick days and $7,000 tuition reimbursement. Every employee receives 200 stock options a year.

[SRA INTERNATIONAL] IT consultant's Respect in the Workplace seminar is mandatory for full-time senior managers. Invests $3,277 per employee on training. Tuition reimbursement is used by 20% of salaried and 25% of hourly staff.

[W.L.GORE & ASSOCIATES] Maker of Gore-tex, Glide dental floss, and thousands of other products. Its compensation system is based on a ranking of each person's contribution to the enterprise by his peer work group.

[INTEL] At the giant chipmaker, everyone, including the CEO, works in a cubicle, and there are no reserved parking spaces. Every seven years you can take an eight-week paid sabbatical; in 1999, 1,803 people did.

[LUCAS DIGITAL] "We're working with Hollywood without having to be like Hollywood" is how one employee described George Lucas' special-effects and audio production units. Weekly first-run movie screenings and other freebies.

[RODALE] At this natural-foods and health-and-fitness publisher, employees can garden on company plots and work out in a state-of-the-art fitness center. Special fitness classes for the over-40 set.

[JOHNSON & JOHNSON] Famous for promoting from within. More than one-third of the employees at the maker of Band-Aids and Tylenol have been there over ten years. Nearly 1,000 children are enrolled in six on-site child-care centers.

[REI] The retail store for outdoor enthusiasts; employees get a 50% discount and a chance to win a Challenge Grant to pursue an adventure, like climbing Mount Everest. Pay may not be wonderful, but the benefits are good.

[MARRIOTT INTERNATIONAL] The Mormon-led hotelkeeper surprised a lot of people when it began providing benefits to same- and opposite-sex domestic partners. Predominantly low-income workers get good benefits.

[UKROP'S SUPER MARKETS] A family-run chain that gives managers a kit with thank-you notes and a check for $1,000 to distribute as movie tickets, flowers, etc., to deserving employees. Birthday present: the day off with pay plus $50.

[WHOLE FOODS MARKET] Strongly egalitarian. Not only is the CEO's salary capped at ten times the average store worker's, but employees can see anybody's gross pay. Grievances settled by a panel of nonmanagement employees.

[PUBLIX SUPER MARKETS] The employee-owned supermarket chain has made many rank-and-filers rich. Although it settled a sex-discrimination case and still faces a race-discrimination class-action suit, most employees give it high marks.

[AMERICAN MGMT. SYS.] Many people at this technology consultant spend time on the road helping clients, but there is flexibility: 90% use flextime and 30% telecommute. Benefits include adoption aid and health insurance for domestic partners.

[NOKIA] The big U.S. division of this Finnish-owned company gives its employees a 100% 401(k) match for up to 6% of pay. Its tuition reimbursement can reach $5,000.

[AMERICAN EXPRESS] Workplace diversity: 42% of its senior executives/managers are women; 14%, including President Kenneth Chenault, are minorities. Office of the Ombudsperson helps resolve workplace issues.

[NATIONAL INSTRUMENTS] CEO and founder of the high-tech firm, Dr. James "Dr. T" Truchard meets with all new hires and practices "sneaker management," walking around to talk with people. Reboot-your-mind parties every Friday afternoon.

[GUIDANT] This pacemaker manufacturer has had a spectacular run since being spun off by Eli Lilly in 1994. Sales have doubled and profits quadrupled, and the stock price has soared--nice for employees, who all get options.

[AMERICAN CAST IRON PIPE] The iron and steel pipe company maintains an on-site clinic with seven primary-care doctors and five dentists to provide free medical and dental care for all employees and all retirees--and their family members.

[PATAGONIA] A three-day orientation that includes surfing? Up to two months' paid time off to work for the nonprofit of your choice? It's possible at this outdoor clothing maker with an environmentally activist bent.

[DELL COMPUTER] Employees share the wealth of the world's hottest PC maker through stock options and profit sharing. Icing: 12 paid holidays, ten paid days for personal business, and a week off at Christmas.

[LENSCRAFTERS] Employees talk with pride about this optical retail chain's Gift of Sight charitable program to provide eyeglasses for children whose families can't afford them. And workers get glasses at 50% off.

[SUN MICROSYSTEMS] Employees can repair to SunSpots, rooms for rest or meditation, or to SunRooms, for table tennis, pinball, or trash-can basketball. Dress is casual. As CEO Scott McNealy says, "The only dress code is that you must."

[CABELA'S] The company's gigantic sporting-goods store in Sidney, Neb., is one of the biggest tourist spots in the state. Employees enjoy benefits (profit sharing, strong retirement plans) usually associated with bigger companies.

[ORLANDO RGL. HEALTHCARE] Community-owned nonprofit that operates eight acute-care hospitals. On-site sick-child care for $1 an hour and a K-2 public school on-site. More than 300 employees (called careholders) have been here over 20 years.

[ERNST & YOUNG] This accounting and consulting firm boasts about its flexible work schedules--and 1,700 employees use them. Provides laptops to encourage flexibility and casual dress every day.

[LANDS' END] Five CEOs in the past 15 years, but employees of this clothing-by-catalog company remain upbeat and enjoy the amenities. They can swim laps or play basketball or hold club meetings at the on-site activity center.

[STARBUCKS] All employees are called partners--from the part-time latte maker to the CEO--and all get the same benefits package, including health insurance and stock options.

[KINKO'S] The copy- and printing-store chain's employees are called co-workers. A Co-Worker Advisory Council, with elected members, meets with the CEO twice a year. Rare in retail: a 401(k) match of 100% on the first 5% of pay.

[GENERAL MILLS] Employees of the Cheerios maker have received two rounds of stock options. Plus 11 paid holidays, domestic-partner benefits, and many on-site conveniences, including car service.

[BUREAU OF NATL. AFFAIRS] This publishing company, wholly owned by employees since 1947, supports a variety of family-friendly programs and covers 100% of health insurance premium. Tuition costs reimbursed 100% up to $9,600 a year.

[CHUBB & SON] The insurance company offers rich retirement: 401(k) with 100% match of up to 4% of pay; company-paid pension; ESOP with annual stock grant. Nearly 40% of workers have been there more than ten years.

[VALERO ENERGY] An oil-refining firm that sells clean gas for cars, Valero will subsidize up to 24 hours of community work a year. Employees donated more than 28,000 hours of volunteer labor last year.

[NORDSTROM] More than 3,000 of this retailer's employees have been here over ten years. Upward mobility: Only two of 36 corporate officers came from outside; the rest came up from the stock room or selling floor.

[MFS] The congenial company that invented the mutual fund in 1924 offers a 35-hour week, pays 100% of health insurance premiums, and puts the equivalent of 15% of an employee's salary into a retirement plan yearly.

[ODETICS] Employees of this electronics company got an average $100,000 windfall after the spinoff of a subsidiary. Generosity never ends: The CEO donated his football pool winnings for cafeteria smoothies.

[BARTON PROTECTIVE SVCS.] The first company in the private security business to match 401(k) contributions (10% match). An employee hot line to report violations of company values. Will fire clients who don't respect its security officers.

[USAA] Two-thirds of employees at this insurance company for current and former military officers work compressed workweeks, and five locations now have child-care centers. No layoffs in 77 years.

[QUANTUM] Not an easy time in the disk-drive business, but the company upped its bonus payout to all employees to recognize hard work. Managers get interior offices, while their staffs have the window views.

[NORTEL NETWORKS] High-tech company offers 60% match of 401(k) contributions up to 6% of pay, stock options for every employee, and domestic-partner benefits.

N.A. Not available. [1]Non-Caucasian. [2]Full- and part-time jobs. [3]Professional training. [4]Numbers do not include employees who went to Agilent spinoff. [5]Marriott Management Services was sold in March 1998.

REPORTER ASSOCIATES Feliciano Garcia and Karen Vella-Zarb