To anyone with a sense of traditional career paths, Carly Fiorina’s chance of becoming the most powerful woman in American business would have seemed about as good as, well, a guy’s. In college, where she majored in medieval history and philosophy, she was impractical and unfocused. In law school she was restless, and she dropped out her first year. Job to job—receptionist, teacher—she floated. And when she finally went to AT&T T as a sales rep in 1980, she refused to join the savings plan because, she said, no way would she stay past two years.

Fortune's 1998 Carly Fiorina cover.Fortune’s 1998 Carly Fiorina cover.Photograph by E.J. Camp

Fast-forward two decades to 1996. Fiorina is a star in nothing less than the hottest, most important industry in American business: telecommunications. Without it, or the products her company produces, few of us could do our jobs. When AT&T decided to spin off Western Electric and Bell Labs into a new company, Fiorina got plucked from a sea of senior men to direct the strategy, orchestrate the IPO, and lead the search for a name and a corporate image. She did well. When it went public that April, Lucent Technologies’ $3 billion offering turned out to be the biggest, most successful IPO in U.S. history. Now, two promotions later, Fiorina is president of Lucent’s core division, generating some $19 billion in revenues this year.

This is the right time to bring you Fortune’s first-ever list of the 50 Most Powerful Women in American Business (Click here to see the most recent list.) because women, at last, are achieving profound power in the most important and influential industries. On Wall Street, Goldman Sachs’ GS Abby Joseph Cohen (who ranks No. 9 on our list) is America’s most listened-to stock market strategist, the steadfast bull who has propped the creaky Dow. In entertainment, Oprah Winfrey (No. 2) has redefined how American women think and what they read, and Paramount Pictures Chairman Sherry Lansing (No. 5) is the preeminent studio boss, with a stream of hits (Titanic, The Truman Show, Saving Private Ryan) unmatched in recent history. Some women on our list (for all 50, see our foldout table) are practically unknowns, largely because their power is so new. Travelers Group’s chief financial officer, Heidi Miller (No. 3), will soon be the CFO of Citigroup C , following the Citicorp-Travelers megamerger. “She’ll be the chief financial officer of the biggest financial company in the world,” says Travelers Chief Executive Sandy Weill, who will be co-CEO of Citigroup.

UF 10/12/1998 No. 7, Marilyn Carlson Nelson: A risk-loving, rollerblading grandmother, she’s the new CEO of travel conglomerate Carlson Cos. Founder Curt Carson, her father, doubted her power for year.sPhotograph by E. J. Camp

Another new star is Marilyn Carlson Nelson (No. 7). Last March she took over $6.6 billion travel conglomerate Carlson Cos.—sweet justice after years of trying to convince her father that a woman could run the family business. A tenacious, risk-loving grandmother, Nelson celebrated her elevation by flying in an F-16 fighter jet, pulling nine Gs over the Nevada desert. And Marjorie Scardino (No. 10), a hard-charging native Texan, has been reorganizing and revitalizing Pearson, a British media conglomerate with disparate interests from The Economist to TV’s Baywatch. When she moved up to CEO two years ago, Scardino became the first female ever to lead a major British company.

UF 10/12/1998 No. 10, Marjorie Scardino: She’s the first female CEO of a major British company, Pearson. Her assets: the Financial Times, The Economist, TV’s Baywatch.Photograph by Jillian Edelstein Network

To rank the women, we cast a wide net, collecting more than 400 resumes and bios. Over the past four months, we’ve interviewed scores of industry experts, Wall Street analysts, and executive recruiters. We’ve talked with the candidates themselves. And their bosses and peers too. And we came away with a broad yet in-depth view of women’s corporate clout.

We thought about power as something much greater than simply profile, position, or pay. We measured power broadly—by revenues and profits controlled, influence inside the company, the importance of the business in the global economy, and its impact on American culture. Which is why little-known Carly Fiorina is No. 1, above a few famous female CEOs. Granted, Mattel’s Jill Barad (No. 6) sways markets and mindsets—but come on, it’s only toys. Ditto Warnaco’s Linda Wachner. The tough, sometimes terrifying Wachner is No. 34 on our list—not as high, we bet, as she wishes, but her underwear and designer-jeans business is not that big ($1.4 billion in revenues last year) and not that important compared with industries like telecom and finance. In contrast, Fiorina, as president of Lucent’s core Global Service Provider division, sells no less than “the things that make communications work”—big-ticket networking systems and software for telephone, Internet, and wireless-service operators in 43 countries around the globe. In short, she’s at the center of the ongoing technology revolution that’s changing how we live and work.

UF 10/12/1998 No. 6, Jill Barad: Playing with Pooh—and, of course, Barbie and Ken—is serious business for the CEO of Mattel, the largest toy company in the world.Photograph by E. J. Camp

Rich McGinn, Lucent’s energetic and laudably gender-blind CEO, says that when Lucent was born two years ago, he had an unusual opportunity to handpick a new management team and create a culture. He gave several key jobs to women, including Fiorina and Pat Russo, who is now Lucent’s executive vice president in charge of strategy (No. 12 on our list). Does McGinn realize what a progressive move he made? “You know when I think about it?” he says. “When I go to other companies. Like in Silicon Valley, I walk into a room full of 15 white guys. That’s when the hair on the back of my neck starts to rise, and I think, ‘What’s wrong with this picture?’ ”

So, consider our list a map of the developing business landscape. Women currently constitute only 11% of Fortune 500 officers—and 11% of corporate directors—but those numbers are rising each year, according to research firm Catalyst. Coincidentally—or ironically—the list reflects another major trend: Power is shifting to people who aren’t in traditional corporate America at all. Oprah Winfrey’s company, Harpo Entertainment, is small (with estimated 1997 revenues of $110 million), but her influence on culture and the way Americans think? Enormous. Love her or loathe her, the irrepressible Martha Stewart (No. 11) has expanded her brand and her multimedia empire far beyond anyone’s expectations (except her own). Others on our list used to be the top-ranked women in their industries—Geraldine Laybourne in television, Darla Moore in banking, Brenda Barnes in consumer products—and then they quit. Now they’re flying solo. And they are creating a sort of parallel universe of power outside the traditional corporate orbit.

Consider our list a map of the developing landscape. Women constitute 11% of Fortune 500 officers and 11% of corporate directors. But the numbers are rising each year.

We expect this list to be controversial; we argued endlessly ourselves about it. We decided to exclude powerful women in politics and the nonprofit realm: Hillary Clinton, Madeline Albright, and Patty Stonesifer, who heads Bill Gates’ foundation. And other famous women—Katharine Graham, fashion designer Donna Karan, and Tina Brown, to name a few—didn’t make our cut, even though their names came up repeatedly. Why? The first two don’t call the main shots in their companies anymore; Brown, the former New Yorker editor who just joined Disney’s Miramax DIS , has never run a business. Without a doubt, this list will surprise, provoke, and even anger some people. Says media industry entrepreneur Gerry Laybourne (No. 20): “You’re ranking the women? That’s a nonfemale thing to do. Ranking is the opposite of what women are all about.”

Which raises lots of questions about women and power. We asked our 50—and some powerful males too—what power means to them. How is power changing? How should companies be adapting? And as women bail out of big companies to do their own thing, how worried should corporate America be?

If you talk about power with the big male dogs like Travelers’ Weill and Viacom’s Sumner Redstone (and we did), they’ll tell you they have absolutely no qualms about it. Women’s view of power? The adage that women apologize for their strengths, and men for their weaknesses, may still be true. “I don’t feel powerful,” says Ogilvy & Mather CEO Shelly Lazarus (No. 4), who oversees the advertising for blue-chip clients including IBM IBM , Ford F , and American Express AXP . When she inherited the top job at Ogilvy from Charlotte Beers two years ago, Lazarus, 51, decided not to move into the CEO suite. Pragmatic and famously unpretentious, she holds forth in her comfortable old tenth-floor office. “Power is more important to men,” she says. “I just had this conversation with a guy about a problem we’re trying to fix, and he said to me, ‘Just put out a memo and tell them what to do.’ I told him, ‘If only life were that easy!’ ”

“Men like to issue orders,” Lazarus continues. “They like to feel powerful. I get no thrill out of being powerful.”

UF 10/12/1998 No. 4, Shelly Lazarus: As CEO of Ogilvy & Mather, she has a trove of blue-chip clients; IBM, American Express, Ford. She creates the ads to expand their global brands.Photograph by E. J. Camp

Ann Winblad (No. 24), who is Silicon Valley’s leading software venture capitalist, says, “Power is a very dangerous word.” Mattel’s Barad says, “When you apply the word ‘power’ to a man, it means strong and bold—very positive attributes. When you use it to describe a woman, it suggests bitchy, insensitive, hard.” She adds, “I’d rather be on a list of most interesting women. Or successful women.”

Love of power is not in Abby Cohen’s makeup either. The Atlas who held up the Dow for so long is a friendly, modest, elfin woman who rides the bus to work each morning and hones her market strategies inside a cluttered, cubbyhole office at Goldman Sachs. “The power belongs to the analysis,” Cohen says, explaining that crystal-clear reasons support her bullishness. “I’m not creating those reasons. I’m just recognizing and summarizing them.”

Of course, a few women on our list embrace their might zealously. Enron’s hyperaggressive Rebecca Mark (No. 14), who circles the globe negotiating billion-dollar energy deals, says, “Honestly, I was born comfortable with power.” But for most of the top women, their reticence took root in childhood. Growing up in the ’40s and ’50s, they played jump rope and hopscotch while their brothers vied for blood in football and king of the mountain. Says Andrea Jung (No. 8), the daughter of Chinese immigrants: “I was raised in a traditional, humble Asian environment. There was focus on achievement and education, but fame was a negative.” Last December, at 39, the glamorous and garrulous Jung won an intensely watched, media-hyped horserace for the presidency of Avon AVP . Today she views her power with a great deal of awe. “Power is the privilege to influence,” Jung says. “It’s an unbelievable responsibility to influence decisions, shareholder value, and most important to me, people’s careers and livelihoods.”

UF 10/12/1998 No. 8, Andrea Jung: A soaring star, she won the presidency of Avon late last year. Now she’s the CEO-to-be. Jack Welch just recruited her for the General Electric board.Photograph by E. J. Camp

Also once power-shy is Oprah Winfrey, who grew up dirt-poor in Mississippi. “Power wasn’t even a part of my vocabulary,” she says, when she hit the big time 14 years ago, with a job hosting a Chicago TV talk show. “Here I was, this black female in a racially volatile town. I said to them, ‘Do you know I’m black? Do you know I’m overweight? Are you sure you want me? I didn’t recognize the influence I could have.”

Now she does, and she has defined it: “It’s the ability to impact with purpose.” And she has leveraged it—contracting with ABC to produce inspiring TV movies, cutting a feature-film deal with Disney (her first, Beloved, opens in October), and creating Oprah’s Book Club. In two years the book club has turned Winfrey into the publishing industry’s fairy godmother. No one can know the true impact of her on-air endorsements, but she has magically turned 20 sleepers into bestsellers—in some cases boosting sales by millions of copies.

UF 10/12/1998 No. 2, Oprah Winfrey: She produces TV movies. And lately, feature films. She’s the book industry’s top promoter. And by the way, she owns America’s most successful TV talk show too.Photograph by E. J. Camp

These women’s paths to power haven’t been “female” at all. They steered clear of the dead-end “R” departments—PR, IR, HR—that tend to be holding bins for women. Carly Fiorina’s career advice to women is this: “Don’t think of yourself as a woman in business.” She adds, “I’ve never thought in terms of ‘men do this’ and ‘women do that.’ ”

Affable and stylish, dressed in a brown Armani pantsuit, Fiorina, 44, seems as comfortable with power as any woman could be. Unlike Winfrey and some other women on our list, Fiorina grew up with “a sense of no limits,” she says. Her father, a serious and intellectually rigorous law professor, shuttled the family around the world (Carly went to five high schools, including one in Ghana) and urged the three children—Carly, her older sister, and her younger brother—to speak their minds. Carly’s mother, a painter, “taught me the power of positive attitude,” she says. “She has an unbelievable zest for life and in another era would have been a wonderful businesswoman.”

The key to Fiorina’s success is her independence. “Had anyone told me that I was going to have a career in business, I would have said, ‘No way.’ ” For a time she dreamed of being a classical pianist. Then she settled on her father’s fantasy: the law. “I was in my first year of law school at UCLA,” she recalls, “and I was in this grind, wondering, ‘Why am I doing this?’ ” When she flew to San Francisco and told her father she was quitting, he replied: “Well, I’m very concerned, and I don’t think you’re going to amount to anything.” Says Fiorina: “Quitting law school was the most difficult decision of my life. But I felt this great relief that this is my life and I can do what I want with it.”

She bounced around, from a failed marriage in California to a gig teaching English in Bologna, Italy. At 25 she joined AT&T. Fiorina made her first mark selling telephone services to big federal agencies. Then she took the step that many thought would kill her career. She switched from the sophisticated, mainstream service side of AT&T to the equipment division, Network Systems. “The rap on Network Systems was that it was all guys with 20-inch necks and pea-sized brains. You know, heavy metal bending,” Fiorina says, laughing. “I went because it was a huge challenge, completely male dominated, and outside everything I’d experienced.”

At first she felt jolts of culture shock. The organization was a labyrinth, and its managers were brash and openly confrontational. But Fiorina, audacious and adaptable, earned a reputation as the self-assured young globetrotter who forged complex joint ventures in Korea, Taiwan, and Japan. At 35 she became Network Systems’ first-ever female officer. At 40 she was heading sales for all of North America. Then Rich McGinn took her to dinner and asked her to be the “orchestra leader” of the pending IPO. “Carly is wickedly smart,” McGinn says. “I told her that given her knowledge of the outside world and her ability to synthesize disparate flows of information, no one could do the job better.”

Fiorina’s main contributions were her unorthodox ways of thinking and her innate knack for selling. Says Jeff Williams, a partner at Greenhill & Co. who managed the Lucent offering when he was at Morgan Stanley: “She had little experience with finance. She was learning while doing. But Carly is so bright. She was always urging us to think in new ways about positioning the company to investors.”

Position she did. Fiorina even selected Lucent’s logo. One day when Landor Associates, the company’s corporate-image consultants, presented their final recommendations, Fiorina spotted a design that reminded her of her mother’s abstract paintings. It’s the vibrant red logo that’s in Lucent’s ads today.

Now Fiorina is racing ahead. The only criticism you hear of her is that she’s too ambitious—a crack that McGinn and Henry Schacht, Lucent’s recently retired chairman, say is absurd. After the IPO, Schacht made Fiorina president of Lucent’s consumer-products division, where she further proved herself by devising a strategy that eliminated her position. Fiorina decided that consumer products don’t fit with Lucent’s strategy; she sold 60% of the business to Dutch giant Philips PHG . “Remember, this is the company that invented the telephone,” Schacht says, “so the idea of giving up that business wasn’t obvious to any of us at the time. Carly made an absolutely correct decision. And she did it without knowing what her next job would be.”

Most of Fortune’s powerful women have remained self-reliant, rejecting the advice of “experts” and ignoring their skeptics. Says venture capitalist Ann Winblad, 47: “When I started a software company in 1975, my parents said, ‘What are you doing? Get a real job.’ ” Then in 1989 she teamed up with John Hummer to create their first venture fund; it took 18 months and meetings with 110 investors to raise $35 million. “Everyone basically told us, ‘Software is a stupid thing to invest in because the assets walk out the door at night.’ ” Since its founding, her firm, Hummer Winblad, has returned more than 40% annually to its investors.

Especially in macho fields like technology and financial services, women have done well playing oddball. Travelers’ Heidi Miller, for example, got a big dose of boys’ club culture at Princeton, where she was in one of the first classes to admit women. “Princeton was such an odd place—physically odd, since there weren’t even enough women’s bathrooms,” says Miller, 45, the daughter of a dentist from Queens, N.Y. “They had mixers on weekends where they’d bus in women who were a lot better-looking than I was. It made me think a lot about being a woman in a male environment. I rose to the occasion.”

UT 7/10/00 No. 3, Heidi Miller: A mom with two sons, she’s about to become the CFO of Citigroup, the biggest financial company in the worldPhotograph by E. J. Camp

Never imagining a career in business, Miller studied what she loved, Latin American history. She knew nothing about accounting when she joined Chemical Bank in 1979. Then, a turn of global events—the collapse of Latin America’s economy—threw Miller onto the bank’s fast track. When she quit Chemical in 1992 to become assistant to the president, Jamie Dimon, at Sandy Weill’s Primerica (which later became Travelers), her friends thought she was crazy. “I remember, even my husband said to me, ‘You’re leaving your position as a managing director at Chemical to be somebody’s assistant? What, you’re going to get him coffee?’ ” Miller says, “I saw it as a great opportunity to learn. And I followed my rule of thumb: Work for people you respect.”

Says Goldman Sachs’ Cohen, another outsider: “I’m off the beaten path of the management track here.” Indeed, despite her force as a market guru, Cohen is so out of the investment bank’s mainstream that she isn’t even a partner. She bristles at the subject and declines to discuss it, though other (male) Wall Streeters say she’s been passed over largely because she doesn’t bring in measurable revenues and profits to the firm. Nonetheless, Cohen talks proudly about how her “outsider” status has boosted her career. “My background is different from many other strategists’, who started out analyzing markets or particular industries,” she explains. “I came in through the back door. I was an economist at the Fed and then I came to the investment business. I picked up financial analysis on the job.”

UF 10/12/1998 No. 9, Abby Joseph Cohen: The Atlas who’s been propping the creaky Down rides the bus to work and hones her investment strategies inside a tiny office at Goldman Sachs.Photograph by E. J. Camp

Just as women think differently about power, they use it differently too. The good news is that businesses are opening up to female-style leadership. Says Gerry Laybourne: “[Former Texas Governor] Ann Richards said it best: ‘Ginger had to do everything that Fred did except backwards and in high heels.’ But women are realizing that they can’t be as good as men at building traditional male command-and-control business environments. Women are best at creating win-win environments, collaborating, working to make a contribution rather than working to be No. 1.”

The top 50 women tend to bring their whole, multidimensional, emotional, feminine selves to their jobs. Consider Paramount’s Sherry Lansing. She is the most impeccably mannered executive in the movie business (legendary for returning phone calls the same day), the best schmoozer (“the nicest ‘No’ in Hollywood,” people say), and a self-proclaimed “nurturer” in a town that’s notorious for nurturing nothing but insecurities. “Sherry’s graciousness is beguiling,” says the actor Michael Douglas, who has produced a string of hits with Lansing during the past two decades. “She’s always more than willing to share credit. In fact, she’s great at giving credit where it isn’t even deserved, just to assuage egos.”

UF 10/12/1998 No. 5, Sherry Lansing: Elegant and charming, she’s rebuilt Paramount into Hollywood’s No. 1 studio. Latest hits; Titanic, The Truman Show and Saving Private Ryan.Photograph by E. J. Camp

Says Lansing, 54: “The single most important thing you can do in business is to be yourself.” It sounds trite, but in her case, it’s absolutely right. Lansing grew up in Chicago, the elder daughter of a woman who escaped Nazi Germany and was widowed at 32. “My mother was this dichotomy,” she says—that is, strong and self-reliant when she took charge of her late husband’s real estate business, but content to quit work and be a housewife when she remarried. “All my mother ever wanted me to do is marry and have two children,” Lansing says.

She felt the thorn of her mother’s traditional thinking when she was 19, attending Northwestern University and engaged to marry her high school sweetheart, a medical student. “My mother and stepfather wanted me to quit college and study to be a nurse’s aide so I could work in my husband’s office. I was sobbing,” Lansing says. “Really, I wanted to work in the movie business. But that was like saying I wanted to go to the moon.”

Lansing married, graduated, and sped off to Hollywood—with lots of baggage about femininity and career. She modeled and acted (with John Wayne in Rio Lobo), and for four years she taught high school math in Los Angeles’ low-income Watts district. At night she read scripts for $5 an hour—and so began her Hollywood career. After a couple of years she became a story editor at MGM, and then she climbed the ranks at Columbia. At 35 Lansing was the first woman to head production at a major studio, Twentieth Century Fox FOX . Breaking away to become an independent producer, she earned a reputation for making movies about strong—sometimes very strong—women (Fatal Attraction, The Accused, Indecent Proposal). But behind the scenes, Lansing, by now divorced, felt torn about her own role as powerful female. “I believed by then that a woman can have a high-powered job,” she says. “But I saw marriage as something that would swallow me up and suffocate my career.”

Years of success and hours of therapy healed Lansing. Eight years ago, at 46, she married director Billy Friedkin (The Exorcist, The French Connection). He is, she says, the first man in her life who accepts any career turn she takes. In 1992 she joined Viacom’s Paramount as chairman and found a good partnership there too. In Hollywood’s view, the studio is thriving largely because of a unique balance of power: Lansing’s boss, Jonathan Dolgen, who oversees all of Viacom Entertainment, plays the tough, bottom-line bad cop while Lansing is the charming and empathetic good cop who keeps top filmmakers in the fold. Says Viacom CEO Redstone: “I don’t buy that. But Sherry is a great politician.” The score: three Best Picture Oscars in four years. Thanks to Titanic (co-produced with Fox), Paramount has record profits and the industry’s leading market share this year.

One of the most striking themes among America’s top women is a strong entrepreneurial urge. “We’re outliers, mavericks, misfits,” says Darla Moore (No. 19), hanging out in a T-shirt and sneakers on the back patio of her California home. Moore, as you may recall from last year’s Sept. 8 cover story (“The Toughest Babe in Business”), bagged her high-powered banking career, married financier Richard Rainwater, took charge of his company, and turned herself into corporate America’s most feared female activist—chasing Rick Scott out of Columbia/HCA and, lately, helping her friend Henry Silverman push Walter Forbes out of Cendant.

“So many women think their power comes from outside, from their position in the company,” Moore says. “They really aren’t powerful if they don’t have personal power.” Women’s worst sin, she believes, is groupthink—or following the “shoulda-oughtas.” She says, “‘You should be a nice girl.’ ‘You ought to fit in.’ ‘You should find a female mentor.’ What a colossal waste of time.”

Renegades by nature, these women realize that the “business” isn’t the place where they work. The business is themselves. “Real power is creating stuff,” says Gerry Laybourne, whose pioneer spirit seems embedded in her DNA. Her power comes from building Nickelodeon, the highly profitable and influential kids’ TV network, when she was at Viacom. In 1996 she left Viacom for Disney, to run its cable TV division. Disney’s strict controls and planning processes stifled her, and she quit last May. Now, with the help of her husband, Kit, Laybourne is creating her own company, Oxygen Media, to provide programming, on TV and the Internet, for women.

Darla Moore says that women’s worst sin is groupthink: “‘You should be a nice girl.’ ‘You ought to fit in.’ ‘You should find a female mentor.’ What a colossal waste of time.”

Laybourne says that she probably couldn’t have built her new business inside Disney. “For what I’m doing, you have to be scrappy and partner with a variety of companies,” she explains. “Disney doesn’t like to partner. They want to do everything on their own.” Disney, however, has invested in her new company, and so has America Online. Others that have expressed interest include Viacom and Sony.

And, of course, there’s Martha Stewart, master builder outside of corporate confines. “Corporate America is so hierarchical,” Stewart says over salads (which she didn’t make) in her bustling mid-Manhattan office. Talk about creating your own culture: She opens an organization chart and explains that all the managers in her company are trees. “I’m the beech tree,” she says. “I chose it because of how strong the beech tree is, how beautiful its skin is, and how impenetrable it is. Later I found out that the beech tree is the mother tree, so I realized this is very appropriate.”

She’s a nut—a beechnut, perhaps—but give her credit. The ever self-sufficient Stewart bought her company from Time Inc. (Fortune’s publisher) last year because she felt fenced in. “They weren’t doing anything,” she says. “Inactivity!” Since the buyout (for around $85 million; Time Inc. TIME retains some 10%), she has stormed ahead on all fronts: catalog, Website, and notably, her joint venture with Kmart, which generated $500 million in retail sales last year. And overall profits of her company are running substantially ahead of expectations. Next year’s project: She says she plans to take Martha Stewart Living Omnimedia public.

Superstars they are, but these women have one vexing issue in common: balance. (For more on walking that tightrope, see the stories on Harvard Business School’s classes of ’73 and ’83.) Some of the Fortune 50 do juggle career and marriage and kids. Shelly Lazarus, a mother of three, says she feels lucky to have a husband, a pediatrician, who rarely travels. Heidi Miller and Andrea Jung each have two young children and live-in help. “My life comes down to family and work. Combined, they take up more than 24 hours a day,” says Jung, whose husband is Bloomingdale’s CEO Michael Gould. As Avon’s new president, she says, she feels enormous pressure to seem as if she’s managing her life with aplomb. “If the boss isn’t comfortable talking about her kids, then the women who work here won’t be either.”

“Balance?” says Oprah Winfrey, 44. “That’s why I don’t have children. People in my audience are always saying they want me to have kids, and I always tell them I have to start this evening because that clock is about run out.” Those who watch The Oprah Winfrey Show know that she has a longtime mate, public relations executive Stedman Graham. She’s avoided marrying him, she says, because of her career. “If I had the wife role,” Winfrey says, “his expectations of me would be different, and maybe rightfully so. Being a wife, well, that requires a different kind of commitment.”

For women, much more than for men, power is about choices. “I don’t want to say that you can’t have it all, but I know I could have done only two out of three,” says Sherry Lansing, who has stepsons, 21 and 16, from her marriage to Friedkin. She says she never wanted children of her own.

Nor did Carly Fiorina. She has two grown stepdaughters, a 2-year-old step-granddaughter (named Carly), and a husband, Frank, who has surrendered his own career success for hers. Fifteen years ago when Carly and Frank met, he told her, “You’re going to run a big company someday, and I’m going to help you get there.” Frank, who started at AT&T as a technician, rose further in the company than he expected—to vice president—and this year, at 48, he retired. He did it for the sake of family sanity, he and Carly say. “Just coordinating our calendars got to be an unbelievable job,” she explains. Now Frank plays with his new 55-foot yacht, takes care of their three Yorkshire terriers, and travels the world with the most powerful woman in business.

For some of these women, finding balance comes down to trading professional power for peace of mind. Lucy Fisher (No. 35), who has three young daughters, joined Sony Pictures as vice chairman on her own terms: She works four days a week. The arrangement has caused her to pass up promotions, but it earns her praise from friends and colleagues. Says director Steven Spielberg, who has teamed with Fisher on several of his movies: “I love Lucy because she won’t take my calls on Friday.”

The most unusual member of the Fortune 50 is Brenda Barnes. She drew loads of press attention (as well as some feminist ire) a year ago when she quit her job as CEO of Pepsi-Cola North America. She wanted to spend more time with her family, she said at the time. Since then, Barnes, 44, and her husband, Randy, who is PepsiCo’s former treasurer, have packed up their three kids and moved back to her home state, Illinois. Today, she says, “I’ve had no boredom. Not a minute. Not a nanosecond.” Barnes makes our list, at No. 44, because she has become the most sought-after female board member in America. A longtime director of Avon, she recently joined the boards of Sears SHLD , New York Times Co. NYT , Starwood Hotels HOT , and Lucas Arts and Entertainment—all carefully chosen so that she can, if she wishes, return to corporate America again. “I feel that to get to the highest levels, you have to commit your life,” Barnes says. “But I would never rule out going back.”

What will the future bring? Mattel’s Jill Barad guesses that a decade or so from now, 10% of Fortune 500 companies will have female CEOs—which means 50, up from two today. Others, such as Ogilvy’s Shelly Lazarus, fret about “the Brenda Barnes trend” of top women breaking away for simpler, more flexible lives. “I’m not concerned for women, but I’m concerned for business,” she says. “If everyone leaves at once, we’re going to have this void. Women won’t be there to fill CEO-level positions.”

Lazarus is right to worry. Several of the Fortune 50 hint at leaving the corporation. Heidi Miller points out that she never has planned her career, but then her eyes widen and she says, “Well, I have a fantasy career goal. I’d like to be president of Princeton.” (Sandy Weill will be relieved to know that his treasured CFO doesn’t intend to vie for the post until 2008.)

Others have similar dreams. Sherry Lansing says she doesn’t want a bigger job at Viacom—or anywhere else. Her passion, besides making movies, is raising money for cancer research (her mother died of cancer); she would love to run a foundation or hold a top health post in the government someday. Enron’s Rebecca Mark wants to “live in my house in Taos, ski every day, and raise my horses.” Mark, 44, says she has no desire to be CEO of Enron or another big company. “I’m getting old,” she says. “And I’ve been deferring my personal goals for my professional ones.” Mark plans to spend the next five years privatizing the $300 billion global water market, and then she’ll likely change the mix in her life.

The outlook for corporate America isn’t very good. Companies absolutely need to work on stemming the defections. How? By accepting women on their own terms, as Ogilvy & Mather does. By letting women be pioneers within corporate walls, as Viacom does. By raising women’s confidence not with affirmative action programs but with truly gender-blind hiring, as Lucent does. “It’s the way the world ought to be,” says Lucent’s Rich McGinn. “You’ve got to nourish it.”

If Carly Fiorina is correct, the outlook for women is bright: “Anytime you have a fiercely competitive, change-oriented growth business where results count and merit matters, women will rise to the top,” she says. Indeed, as Fortune’s list illustrates, women are finally making the leaps inside corporations that seemed such a long time coming. And as for the mavericks fleeing corporate America, well, hooray for them. They’re doing it for a great reason: because they can.

Reporter Associate: Cora Daniels

A version of this article appeared in the October 12, 1998 issue of Fortune magazine.