By Serge F. Kovaleski
                  Washington Post Foreign Service
                  Monday, September 13, 1999; Page A16

                  CARACAS, Venezuela—They first met seven years ago in a decrepit
                  Venezuelan prison ringed with land mines. It was there that a radical army
                  officer, Lt. Col. Hugo Chavez, was serving time for organizing an
                  unsuccessful attempt to overthrow a government he regarded as corrupt
                  and out of touch.

                  Luis Miquilena, a longtime leftist who had been incarcerated and tortured
                  under the 1950s dictatorship of Marcos Perez Jimenez, paid Chavez a
                  visit. Intrigued by what he had heard about the hard-charging young
                  officer, Miquilena wanted to discuss the February 1992 coup plot and
                  Chavez's efforts to build a populist political movement from behind bars.

                  Chavez also drew visits from other leftist and anti-establishment figures
                  who had been working for years to purge the Venezuelan political system.
                  At the top of the list were a renowned investigative journalist, Jose Vicente
                  Rangel, and Manuel Quijada, an intellectual with an Italian law degree.
                  They found in the steely soldier a true iconoclast with like-minded ideas
                  and the resolve to carry them out.

                  Since becoming president seven months ago, Chavez has brought these
                  men--along with fellow coup plotters, loyalists from the military,
                  sympathetic journalists and a career diplomat--into his inner circle of
                  advisers, power brokers and senior officials in a new government that
                  represents a jarring break with the past. In power at last, they have
                  become part of a team determined to reshape the political and economic
                  landscape after four decades of stewardship by traditional parties rejected
                  as corrupt and inept by the voters.

                  The team includes Miquilena, Chavez's closest adviser and president of a
                  recently elected 131-member constituent assembly; Rangel, now foreign
                  minister; Quijada, head of the assembly's panel in charge of revamping the
                  judiciary; Interior Minister Ignacio Arcaya; and Gen. Luis Rincon,
                  commander of the armed forces. The list is rounded out by several other
                  assembly members: Alfredo Pena, a writer and television commentator,
                  and a pair of officers who participated in the 1992 coup attempt, retired air
                  force Lt. Col. Luis Reyes and retired army Lt. Col. Yoel Acosta.

                  The changes they are overseeing are immense, varied and controversial.
                  They include above all framing a new constitution that Chavez hopes will
                  be a Magna Carta for a revived Venezuela with public institutions that are
                  more responsive to the needs of the country's 23 million inhabitants and
                  that make better use of its vast oil wealth. He wants the constitution
                  finished by the end of October.

                  Chavez has fashioned himself as a populist messiah--a modern-day
                  incarnation of his idol, South American liberator Simon Bolivar--bent on
                  freeing Venezuela's underclass from decades of misery even if it ruffles his
                  establishment foes and their friends in the United States. Some observers in
                  the United States and elsewhere, worried about his style and where his
                  reforms could lead, have likened Chavez to Cuba's President Fidel Castro,
                  with whom he speaks from time to time while rejecting any notion that they
                  are particularly close.

                  Chavez's constituent assembly last week concluded an accord with old-line
                  political leaders to soften the struggle over his reforms, partly in
                  preparation for a visit to Washington he plans later this month. But with his
                  coup-leading past and revolutionary rhetoric, Chavez has caused outraged
                  leaders of Venezuela's main political parties to warn that, like Castro, he is
                  accumulating power and steering the country toward an old-fashioned
                  dictatorship.

                  Two generals appointed by Chavez sit on the seven-member board that
                  runs the national oil company, they note, and several others now have
                  management positions. The United States, for which Venezuela is the
                  leading source of imported oil, also has expressed concern, urging Chavez
                  to keep his reforms within constitutional bounds.

                  "They [traditional parties] are trying to blur our image and make us look
                  like Satan," Chavez responded in a recent interview. "But this process is so
                  forceful that lies cannot derail it. . . . We are very clear about the course
                  we are on."

                  According to his proposals, Chavez envisions a nationalistic state where
                  fiscal discipline prevails. Meanwhile, a more diverse economy, supported
                  by the development of industries such as natural gas, gold mining and
                  petrochemicals, would lessen reliance on oil.

                  Peasants, indigenous groups and others who make up Venezuela's vast
                  underclass would have greater access to land, credit, housing, education
                  and health care. Owners of large idle landholdings would be pressured to
                  make them more productive or possibly face stiff taxes. But as far as is
                  known, Chavez has no plans to increase state ownership of land or
                  business; in fact, he has sold some state property.

                  At the same time, part of the population--which is concentrated in 2
                  percent of the territory--is to be relocated as part of an ambitious
                  economic development plan for sparsely inhabited regions. And the military
                  would have an active role in the "social, economic, scientific and technical"
                  development of the country and be given the right to vote, Chavez said.

                  On Thursday Chavez announced the formation of a state-owned People's
                  Bank, which opens Oct. 15 with initial capital of nearly $34 million. It will
                  offer loans--ranging from about $160 to $8,000 for periods up to a
                  year--aimed at creating more small businesses and cooperatives in
                  Venezuela.

                  The military already has been allocated huge sums of money for
                  development projects that are part of Chavez's showcase Bolivar 2000
                  initiative. Under the program, tens of thousands of soldiers have fanned out
                  across Venezuela to help in such tasks as repairing roads and schools.
                  Nearly 4,000 schools, hospitals, medical centers and shelters have been
                  refurbished, according to government accounts. Some 2 million children
                  have been vaccinated against polio while school enrollment has increased
                  25 percent.

                  In Chavez's plans, all territorial accords with neighboring governments will
                  be subject to review. In the fight against corruption, a novel "moral power"
                  branch of government will be formed by various law enforcement agencies,
                  adding a powerful watchdog over executive, legislative and judiciary
                  agencies.

                  Seven months into his presidency, Chavez continues to rely heavily on
                  Miquilena, 80. A member of the Communist Party years ago and a
                  longtime labor leader and anti-establishment activist, Miquilena has been
                  Chavez's front-line defender of the elected constituent assembly's right to
                  make radical changes in addition to rewriting the constitution.
                  Administration officials said that in the face of hostile opposition and as he
                  plies uncharted territory, Chavez, 45, has derived a strong sense of
                  confidence from Miquilena. Chavez described him as a mentor and "almost
                  like a father to me."

                  Miquilena helped found Chavez's Fifth Republic Movement party and
                  briefly served as interior minister before running for the assembly. He was
                  one of a number of cabinet members who complied with Chavez's request
                  to help his political cause and seek a seat. Miquilena was replaced as
                  interior minister by Arcaya, a lawyer and career diplomat who did a tour
                  as Venezuela's ambassador to the United Nations.

                  During five years in prison for participating in a resistance movement
                  against Perez Jimenez, Miquilena suffered such torture that the late writer
                  Miguel Otero made him the central character of "The Death of Honorio,"
                  his novel about the movement. After his release, Miquilena was a signatory
                  to the 1961 constitution before becoming a senator from a small leftist
                  party and heading a presidential campaign for Rangel.

                  Rangel, best known as the country's top investigative journalist despite a
                  quarter-century as an opposition congressman and three bids for the
                  presidency, was dispatched this week to Argentina, Peru and Chile to talk
                  to leaders about, among others things, the reform process and to dispel
                  misconceptions they may have about the assembly and Chavez.

                  Rangel had bowed out of politics in the early 1980s after losing a
                  presidential race as the candidate for a left-of-center coalition. As a
                  reporter with his own television program, "Jose Vicente Today," Rangel
                  uncovered a $17 million financial scandal that led to the 1993 impeachment
                  of President Carlos Andres Perez--the same man Chavez had tried to
                  topple.

                  While Rangel precipitated Perez's downfall, it was Quijada who inspired
                  Chavez to eventually call for a constituent assembly. Quijada, who holds a
                  degree in political science from the Central University of Venezuela and a
                  law degree from the University of Rome, had espoused a new assembly as
                  a vehicle for political change since the late 1980s. He coordinated the
                  Patriotic Front, a group of thinkers that included Miquilena and others who
                  influenced Chavez.

                  Quijada too spent time behind bars, for participating in a 1963 civil-military
                  uprising against President Romulo Betancourt. Today, he is president of
                  the constituent assembly's key Emergency Judicial Committee, whose job
                  is to overhaul the justice system.

                  Chavez's ideas for change also have historical links with those of Pena, a
                  journalist who served as his chief of staff before being elected to the
                  assembly. Several of Pena's books expound on many of the political and
                  economic changes currently underway.

                  At least three former military officers form a key contingent within Chavez's
                  inner circle. Among them is Reyes, a childhood friend whom Chavez refers
                  to as "my soul brother." Reyes commanded a squadron of F-16 fighter
                  planes in the November 1992 coup attempt, the second that year.
 

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