Richard Avedon is spending a considerable portion of the autumn of his 63rd year doing two things he hates.

One is posing for other photographers. He stands docilely in the windowless white room where he and his camera have launched models' careers and boosted designer jeans and created spare, startling portraits of everyone from William Burroughs to William F. Buckley. He changes to a dark shirt when asked; he complies with someone else's requests to stand this way, look that way, turn slightly to the right. He suffers the click, click, click, and tries not to blink. He hates being on the other side of the lens. "It's about losing control," he admits. "It's very hard."

The other is being verbal about what is visual: his photographs. He discusses them in fits and starts, backing up, clarifying, fretting over his choice of words. Asking a photographer to be articulate about his work, he complains, is like asking a writer to draw a picture explaining what he meant in a certain paragraph.

"I hate this," Avedon sighs. "I become the old philosopher, when I'm not. It's in the photographs I've been working on for six years."

Those photographs, a powerful exhibit of 120 portraits called "In the American West," are the reason Avedon is submitting to trial by interview. "I'm seduced by it and nauseated by it," he says of the promotional limelight. "But I think it's important that the work be seen."

It will be seen. "In the American West" will travel from its opening at the Amon Carter Museum in Fort Worth to six other museums (including, in December, the Corcoran); the Abrams house has simultaneously published the photographs in a handsome book. About half the photographs will be shown (and sold) at New York's Pace Gallery next month.

And it will be talked about. Richard Avedon's photography has provoked notice and debate for close to 40 years now, but this is a departure. The typical Avedon subject was once a gorgeous gamboling model, later a powerful or celebrated elder of literature or politics or art.

Now Avedon has turned that unflinching lens and relentless light on miners, drifters, waitresses and oil workers -- "ordinary, hard-working people" he encountered during five springs and summers moving through 189 cities and towns in 17 western states. His subjects, he says, are "the people we fly over and drive past -- fast," suspended for scrutiny in Avedon's signature white space and black frame.

He feels, at 62, the exhilaration of having done something new, something that feels important. And he also faces, at 62, choices about how to spend what he knows could be his last decade of fully vital work. "What's going to give my life meaning," he wonders, "the meaning I've always taken for granted?" The photographer who has captured the fearful knowledge of mortality in so many subjects, and in a famous series of photographs of his dying father, is considering his own.

The Richard Avedon Studio was established in 1946, when the photographer was only two years out of the Merchant Marine but already a staff photographer and boy wonder at Harper's Bazaar. For the past 15 years, it has been housed in this converted laundry on the Upper East Side. Avedon and his second wife don't actually live here, but the skylit floor where he is offering tea and blueberries and talking about his western project is a homey space nonetheless. Pots of bamboo and orchids threaten to overrun a small kitchen; a tepee he brought from Arizona for his two grandchildren to play in dominates the room. (Avedon's son John is a magazine writer and author of a book on the Dalai Lama; daughter-in-law Elizabeth codesigned the Abrams book.)

Staring out from the walls are Avedon portraits new (a Nevada pawnbroker, a Colorado carny) and old (the duke and duchess of Windsor, looking pitiably displaced in 1957).

There was a time when Avedon was so identified with Bazaar and Vogue, with pictures of glamorous women like Jean Shrimpton and Lauren Hutton, that the words "fashion photographer Richard Avedon" fell as naturally from the tongue as "powerful House Ways and Means Committee." It was even possible, 10 years ago, for a con man to travel the U.S. defrauding and assaulting women, picking them up in bars by saying he was Richard Avedon and wanted to photograph them.

"You have to be a very good photographer to be a commercial photographer," notes Cornell Capa, director of the International Center for Photography. Avedon was "most likely the most influential of his generation."

The studio still traffics in images of beautiful women: Avedon shoots magazine covers for Conde' Nast and creates Dior ads and Calvin Klein commercials. Diana Vreeland still coos about him ("a deLIGHTful, enCHANTing, WONderful person . . . I aDORE Dick"). He looks rather elegant himself, small and gracefully wiry, with plenty of thick silver hair to run nervous fingers through and intense dark eyes in a tanned face. Yet the faces in "In the American West" probably spell the end of the "fashion photographer Richard Avedon" phrase. It has come to seem a very odd misnomer.

Avedon himself doesn't care for this dichotomy. "Everyone says 'his art' or 'his fashion,' " he complains. "The fashion is connected to the portraits. It's been in tandem since the first day."

He illustrates with a book of his fashion photos pulled from a shelf. Even 20 years ago, "other kinds of thoughts began to enter the fashion photographs, thoughts that worked in contrast to the needs of the magazines," he explains, leafing through. He points out pictures of models under assault by the paparazzi, one of a would-be suicide leaving the American Hospital in Paris with taped wrists. "It was not considered appropriate material for a fashion magazine," he notes. Here and there he points out "the first double chins."

Jacqueline De Ribes wears a stunning gown in another photograph, but there are tired lines below her eyes and she's pulling nervously at one long, white glove. "Little intimations of mortality," he says. The picture was not published. "It was not considered beautiful."

The photographs show "the anxiety of being a public beauty," Avedon says. "You'd see it in the daylight pictures, the way the laughter was too extreme, the kind of laughter that's hysteria. The great bravado. And then she looks in the mirror" -- he points out a shot of a primping beauty -- "and the performance begins. The night falls. Perfection."

"I wouldn't say his fashion photography was, in conventional terms, particularly flattering," comments John Szarkowski, director of photography at the Museum of Modern Art. "There was hyperactivity, hypertension, a slightly neurotic kind of nervous energy that was new and unfamiliar. It had an element of strangeness, of intentional hardness that helped redefine our sense of what ideals of female beauty and grace were."

Still, there was a time Avedon seemed left behind by the '60s passion for photography-as-art. "Among young, so-called serious photographers, Richard Avedon didn't play a part," remembers photographer Joel Meyerowitz, who has since become a convert and a friend. "In my circle of friends -- Gary Winogrand, Lee Friedlander, a handful of others -- his work didn't have much influence. We were looking at Robert Frank, Cartier-Bresson, Walker Evans . . ." Avedon was in commerce, not art. "When you're young you stay away from those poisonous influences," says Meyerowitz.

For Meyerowitz and a lot of other people who pay attention to photography, it was Avedon's portraits -- he'd been taking them for years, but they were particularly showcased at gallery and museum shows and in the book "Portraits" in the middle '70s -- that compelled reevaluation.

Avedon photographed the famous in what has come to be his signature style: He placed them against seamless white paper and lit them with a merciless strobe. Deprived of comforting props or settings, every pore and follicle revealed, celebrities looked anything but celebrated or celebratory in Avedon's work.

He left the negatives' black borders in the prints, black frames enclosing the white emptiness, subjects "pressed into it like pinned butterflies," says Meyerowitz. "In a sense it's a dehumanized, sterilized environment. Avedon's people are suspended in this space and they're under attack. They are crumpled and wrinkled and tired; they've lived and they're used."

"It is a question of their expectation of a portrait being different from mine," Avedon says, a bit disingenuously. He has written about the subject's awareness of being observed and photographed becoming part of the process, about the "tension" in a sitting. But he doesn't like to use words like "combative."

"The tension is mine," he says. "Because a painter or a writer can rewrite, go back, tear it up, start again. Salvage a thought and make it perfect. Being a photographer is like being an athlete; it's over like a sprint and the person goes and you never see him again. I have this sense of 'What if I misunderstand the moment?' "

Whatever flowed between portraitist and subject, it created disturbing, sometimes shocking, photographs. Marilyn Monroe is bewildered and alone; Groucho Marx is skeletally fragile; the duke and duchess are pathetic. Critics sometimes labeled the work cruel, brutal, mean-spirited. They pointed out -- and occasionally still do -- that the portraits in their way involve as much artifice as fashion work does.

Avedon himself has lately written that a sitting involves "manipulations, submissions." But he says his portraits' common thread is the sympathy they command, often for people more accustomed to being envied.

"Now, I've been making portraits myself for the last four or five years, with an 8-by-10 view camera just like Richard's," Meyerowitz says. "And I certainly look at his work very seriously. It's important, profound, and it's gotten deeper and more profound as he's gotten older.

"I told him a couple of years ago that the work had grown in a major way, gone deep inside and come out pure. He was shy. I think he was pleased that someone like me, in that supposedly 'serious' world, was thinking seriously about his work too."

"I felt I could never photograph the common man," Avedon says, wincing at his cliche's. "I understood beauty, creative power, intellect. I knew nothing about what it was to be a coal miner or a trucker and I couldn't photograph what I didn't understand. Because a portrait is an opinion. You can't feel comfortable with an uneducated opinion."

For at least 30 years, Avedon says, "I've been working on a group portrait of America. You can't say you're doing that until you've almost done it; it sounds like such a grand ambition." Yet when he tallies his subjects, "the intellectual elite, writers, artists, beauty, society," and then a special issue of Rolling Stone about power, adding bankers and lawyers and politicians -- "the body of work was beginning to build.

"I knew it could never be complete until I photographed -- I hate the word 'working class' -- ordinary, hard-working people."

The massive western project began with one person, Wilbur Powell, foreman at a Montana ranch where, in 1978, Avedon was recuperating from an attack of pericarditis (an inflammation of the sac around the heart). "He used to check on me the way he checked on the cattle," says Avedon fondly, "with a grace and sensitivity few people had." Over several weeks the two men learned that "we had everything that mattered in common." Avedon photographed Powell and several other residents of Ennis, Mont., over a long July Fourth weekend. "I thought, 'Yes, I can do this.' "

The late Mitchell A. Wilder, director of the Amon Carter Museum, saw Powell's portrait and agreed. With the museum's sponsorship, Avedon, researcher Laura Wilson and two photographic assistants set out each spring for the next five years for the Iron-J Bar and Dancehall in Brockway, Mont.; the Stansbury Coal Mine in Reliance, Wyo.; Keith's Lunch and Breakfast in Provo, Utah; mental hospitals, slaughterhouses, fairs and oil fields and points in between.

They set up their makeshift studio in the shade, fastening the big white paper backdrop to a wall or building, sometimes to a trailer. Then Avedon and Wilson, a Dallas photographer who researched locations, set out to look at the crowds. Avedon "might watch someone for a few minutes or for 30 minutes or on and off all morning," Wilson says. "He knew what he wanted and when he saw that person, he knew." Wilson would explain the project to the quarry while Avedon waited beside his big 8-by-10 Deardorf camera, set on a tripod and not so different-looking from Mathew Brady's. Over the years 752 people agreed to be photographed; only two declined.

Though a few sittings stretched over a day or two, and one arresting photograph of bees crawling over the bald head and bare torso of a beekeeper was wholly manufactured with the help of an entomologist, the sessions usually lasted 20 minutes or so. "Even afterwards, when we were writing down the person's name and address, Dick would still be alert and anxious to see if there were something he'd missed, if he should have extended the sitting," says Wilson.

Too much looking gave Avedon what he dubbed "dead eye." "Too much input," he says. "My kind of photography has a lot to do with eliminating unnecessary elements. If I look too long into a crowd of people, my eyes tire. They literally start to burn. I'd hop in a car, go straight back to the motel, close the shades, lie down on the bed in the dark. I could do it in 25 minutes while my assistants were changing the film." Then it was back out to the midway, the oil field, the truck stop.

The resulting exhibit presents an entirely selective view of westerners: no Houston tycoons, Denver developers or Vegas hoteliers here. Even the children in "In the American West" look weary, disappointed, somehow defeated.

"This is about a class," Avedon acknowledges. "It's about very hard times, very long hours, hard work, unrewarding lives with very little expectation of upward mobility."

He might as easily have found his subjects in depressed regions of the Midwest or Northeast, he agrees. "The reason I went west was because of the mythology. I grew up with John Wayne and Gary Cooper. And Cole Porter -- 'Don't Fence Me In.' And Louis L'Amour and Zane Grey and Marlboro men. And when I went out west I looked and none of it was there."

Not everyone out west appreciated Avedon's observations. When Texas Monthly ran a selection of photographs from the exhibit it got mail like this:

"Didn't he meet anyone in more than five years of searching who smiled, who was pleasant?"

"Weird, uncanny misfits . . . If these are faces of the West, I'll stay East and Richard Avedon can move West with these spooks."

"Not one upbeat note anywhere."

"That's for sure," agrees Avedon, reading his fan mail.

Strangely enough, the Avedon studio's next major commitment, having completed the arduous task of dispatching this collection of subdued, weather-beaten faces onto the museum circuit, is an elaborate television commercial for Chanel's new Coco fragrance.

The man who photographed Nastassja Kinski draped in a python (and nothing else) and introduced a titillating trio called the Diors (advertising as soap opera, which in weekly installments sold products and raised eyebrows) doesn't seem to derive much psychic income from this sort of project anymore. But he still requires the other kind of income.

"I balance it," he says. "I did the western project in the summer, but I'd fly back and do my covers -- I'm under contract to Conde' Nast to do all the covers for Self, GQ and Vogue.

"It's making a living. Whatever help I got from Amon Carter, there's no way you can undertake that travel, foot the expenses, make prints that size and support a studio. Or a family." Besides, he adds, commercials are "great fun."

The Calvin Klein jeans commercials, with Shari forgetting the words to a song and Andie prattling on about her friends in the trailer camp? Those were Avedon's, written by his longtime collaborator Doon Arbus (daughter of photographer Diane Arbus). The print ads of Brooke in her Calvins? Also Avedon's. Likewise the Catherine Deneuve commercial for Chanel ("Come closer . . . I have nothing to hide . . .")

At the moment his handiwork on the small screen is the psychodrama for Calvin Klein's Obsession; he has also produced Christian Dior's fall print campaign.

In each case, Avedon has negotiated an arrangement virtually unique among photographers. He and a team of associates -- including Arbus, an art director, stylists and assistants -- dream up, write, design, cast and shoot the ads themselves; Avedon functions as, and is paid as, the creative director, not the photographer-for-hire who executes someone else's plans. His insistence on what he has called "a piece of the pie" caused Madison Avenue wrangles in the 1970s, and a couple of lost accounts. Enough clients wanted Avedon to keep him working nonetheless.

"It's not your normal run-of-the-mill" arrangement, says Gloria McPike, advertising manager for Christian Dior-New York. The client's advertising agency becomes, in effect, a space buyer; Avedon does "the creative." Says McPike, "When you're going to see one of the world's greatest photographers, you don't cramp his style."

"A lot of people don't know about his filmmaking," says Sam Shahid, art director of Calvin Klein's in-house advertising agency. "Dick Avedon is a great director."

His current project involves several weeks of casting and shooting for Chanel in Rome. And then he will be ready for his next undertaking, which is no minor decision.

By now Avedon has placed thousands of people in front of seamless white paper and squeezed the shutter. "To continue in this technique and in this way is to begin to become almost automatic, not creative," he says. "Renata Adler said, I think in 'Speedboat,' that there are times when you have to throw a hand grenade where you're standing and then jump out of the way. Part of me feels that way.

"And another part of me says I have a responsibility to the body of work," he argues with himself. That group portrait of America is growing fuller; perhaps he ought to concentrate on completing it, "even if there are only 10 more strong photographs in my lifetime."

Dying has long been an undercurrent in Avedon's work; the sense of time running out has grown prominent in his life as well. He has been noticing what happens to friends in their seventies. Though he says he doesn't feel different than he did at 40 or 50, at 62 he worries about "the inability to function at your fullest, most powerful, most virile. The kind of sexual vitality that's part of being a creative person, an artist, is going to fade. I don't mind seeing it in my face -- I kind of like it -- but I would mind very much seeing it in my work, that diminishing."

People who know Avedon, conversely, rarely fail to mention his energy and enthusiasm. They are eager to see what he'll train his lens on next. Sam Shahid says he's waiting for Avedon's first feature film. MOMA's Szarkowski notes that one of Avedon's strengths is that he has "continually been willing to take on new projects, new challenges, not to rest on what people would regard as high achievement."

Meyerowitz, on the other hand, casts a vote of sorts for the continuing group portrait. Avedon, he says, "has the vitality and drive and ambition of a young, beginning photographer." And he senses his possibilities.

"He's in the most incredible position," says Meyerowitz. "All he has to do is call up anybody and say, 'Richard Avedon would like to photograph you; next time you're in New York please come by the studio.' He has access to everybody in the world.

"It's in his hands. He's got the best chance of anyone I know of describing the end of the 20th century."