(FORTUNE Magazine) – There you are, sitting at your desk, with a masseur working on your shoulders. Down in the bowels of the building, someone is taking care of dry cleaning you dropped off this morning. To save you more bother, the company's personal concierge service is having flowers sent to your mom for her birthday. All the while an anxious-looking person from human resources is hovering in your doorway, wondering whether you are really, really happy here.

The world has changed again, and this time it's going your way. This was the key lesson we learned in preparing our inaugural list of the 100 Best to Work For in America, which appears, along with accompanying stories, on the following pages. Milton Moskowitz and Robert Levering, who have been tracking the most beloved employers since 1981, based FORTUNE's list on more than 20,000 questionnaires filled out by randomly chosen employees at 238 companies. Among their most striking discoveries: the extent to which these companies, the most desirable of employers, are desperate to retain their best workers--folks just like yourself.

Worried lest you decide to start looking elsewhere for a better deal, companies like the 100 Best are coming up with inventive ways to make your life easier and more fun. Massages are available at Eddie Bauer (No. 41) and many Silicon Valley companies. At least 39 companies, including General Mills (No. 78), Johnson & Johnson (No. 75), Intel (No. 32), and Xerox (No. 59), will do your dry cleaning, and many others, like AlliedSignal (No. 96), Honda of America (No. 87), and Starbucks (No. 81), offer personal concierge service.

It's no wonder employers are worried about holding on to you. Unemployment is at a 25-year low, and executive recruiters have never been busier. A few companies--Kodak, IBM, Philip Morris--are still making headlines with layoffs, but at most U.S. companies, downsizing jitters are just a memory. Indeed, a number of recent studies reveal that companies that downsized a few years ago are now realizing they cut too close to the bone and are frantically rehiring. Isn't that nice? It's also smart: In a survey of large U.S. companies by the American Management Association and the Saratoga Institute, more than half said they had recently lost so many talented people that their ability to compete had been severely damaged.

So it isn't surprising that employers who not long ago might have encouraged you to take a severance package are now scrambling to bar the exits. The bad news--for them, not necessarily for you--is that it may be too late. A formal retention program, which often includes enticements like big cash bonuses for longevity, is better than nothing. But it probably won't help much if a company hasn't already created a culture that makes people want to stick around.

And just what kind of culture might that be? FORTUNE called dozens of people, all of whom have received one or more offers from competing firms in the past year, at the 100 Best companies and asked: How come you're staying where you are?

Their answers vary--cutting-edge technology, exciting work, the chance to change careers within the same company, a shot at a challenging overseas assignment, the promise of promotion from within, flexible or reduced work hours that still keep you on the fast track, truly terrific benefits. But here's the part that may surprise you: Nobody mentioned money. That is not because the 100 Best companies necessarily pay better than their peers. Rather, it's that--pay being equal--most humans seem to need a better reason to get up in the morning. You no doubt dimly recall this concept from Psychology 101: Once people reach a certain level of material comfort, they care more about self-actualization, or, in plain English, being interested in what they actually do all day. Take Jorgen Wedel, a 49-year-old Dane who is executive vice president of the international division of Gillette (No. 46) in Boston. Says he: "I do get calls from headhunters who offer bigger salaries, signing bonuses, and such. But the excitement of what I'm doing here is equal to a 30% pay raise."

The competition for talent is especially brutal in high-tech industries, where turnover in some companies is now running at an exorbitantly costly and disruptive 30% a year. But throwing money at the problem is clearly not the answer. "It's pretty easy to get very good money now," says Ken Alvares, who runs worldwide human resources at Sun Microsystems (No. 69) in Menlo Park, Calif. "Our goal is to keep people so busy having fun every day that they don't even listen when the headhunters call." It's working. Sun's turnover, at 11.6%, is about two-thirds lower than the competition's.

Sun is on to something. Fun is not frivolous anymore, if it ever was. Interim Services, a Fort Lauderdale-based temporary-staffing company, and Lou Harris & Associates recently identified 1,006 "peak performers" in U.S. companies and asked those star managers what kind of workplace they'd be most reluctant to leave. Fully 74% said, "One that promotes fun and closer work relationships with colleagues." Over and over again, people at the 100 Best companies talk about how much fun they're having. "This is just a great bunch of people--very comfortable, very team-oriented. Just coming to work in the morning is fun," says Joyce Chung, director of business development at Adobe Systems (No. 56) in San Jose. A big part of her definition of fun: changing careers, from product marketing to scoping out potential venture-capital investments, without having to leave the company. At Procter & Gamble (No. 19), which has a policy of promoting from within, human resources vice president Carol Tuttle switched from brand management to advertising and then to recruiting, did a six-year stint in Venezuela, and has been promoted seven times in 22 years. Says Tuttle: "It's always challenging, always exciting. I don't think I've ever been bored for five minutes."

Neither has Richard Henderson, a contract attorney at Motorola's (No. 88) space technology group in Scottsdale, Ariz. At the moment he's involved in the Iridium low-earth-orbiting communications satellite program, which, beginning next year, will make phone service available for the first time in remote corners of the world. "Of course pay and benefits matter. But lots of places offer those. This is the most exciting technology anywhere. And I really like working in a place where you have as many friends as colleagues or supervisors," says Henderson. "This is my third group within Motorola, and with each move I've gotten more of the two things that matter most to me."

Almost as often as they mention fun, people who stay put talk about flexibility--which, at the 100 Best companies, you don't have to beg for. Quite often your boss will actually notice that you could use some kind of break and ask you whether you'd like to take it. After the birth of her second child, Reem Samra, a senior manager at Deloitte & Touche (No. 14) in Dallas, was starting to look a little frazzled. "I didn't want to cut my workload because I was afraid it would jeopardize my chances of making partner," she says. "But the human resources people here came to me and convinced me that I could work fewer hours and still be in line for a partnership." She now works a schedule that is 15% lighter and points out: "This isn't just about 'mommies.' Generation Xers care about balance too. A young manager in my department is working reduced hours, and he doesn't have kids. He does, however, have a life." Samra also points out that flexibility has to work both ways. When a client is in a crunch, she still pulls all-nighters and carts work home on weekends.

Kelly Bates, a 31-year-old assistant manager at an Eddie Bauer store in Toledo, echoes Samra's story. A few weeks ago, worn out by the demands of long work hours and two little kids, she almost quit to take a better offer--fewer hours, more money--from the Disney Store. Within hours of handing in her notice, Bates got a call from her boss' boss: Don't leave us! Tell us what you want! We can work this out! They did, too, matching Disney's offer, and Bates couldn't be happier. "This is a wonderful company," she says. "A lot of companies talk about balancing work and family. Eddie Bauer means it."

The talent shortage seems likely to continue for at least the next couple of years. When Manpower Inc. surveyed 16,000 companies earlier this year, 30% said they would be trying to add people in 1998, and the Bureau of National Affairs (No. 65) reports that hiring projections in the U.S. overall are up 18% over 1996. With not enough good workers to go around, employers will be trying even harder to keep workers happy. As Joyce Chung at Adobe puts it: "In my current job, as long as I'm learning and growing, I'm not interested in leaving." Then she adds: "But when headhunters call me, I'd be a fool not to at least listen to what they have to say. I just haven't been tempted by anything so far." In this job market, even at the 100 Best companies to work for in America, "so far" are the operative words.