(Part One)

AT 6:30 A.M., SHARP, JOHN MARS PULLS HIS 1989 JEEP station wagon into the small, empty parking lot at 6885 Elm St. in McLean. He parks toward the rear of the unadorned, unmarked two-story brick building. Except for the Hardee's serving breakfast next door, the neighborhood is quiet.

Today, as usual, John is wearing a blue shirt, striped tie, dark slacks and thick-soled shoes that have long since lost their polish. At 56, he slouches as he walks. His eyes never leave the pavement as he hurries into the headquarters of one of the largest, and most obscure, companies in the world.

Inside, the offices are dark. He unlocks the basement door, flicks on the lights and takes the stairs to the second floor. The time clock reads 6:40. He pulls his timecard, marked J.F. Mars, and does what few CEOs in America would even dream of doing: He punches in.

Behold the planet Mars Inc., where all employees are called "associates," and everyone, from the president on down, is paid a 10 percent bonus for arriving on time. There are no perks here -- no corporate office suites, no company cars, no reserved parking spaces, no executive washrooms.

There are no private offices either. In a large open room on the second floor, John makes his way through a sea of black metal desks -- the kind schoolteachers might use -- and plastic chairs in varying colors from orange to beige. Four glass-enclosed conference rooms provide the only sense of privacy; a smattering of potted plants and some company-related pictures are the only decor. This is the nerve center of a multinational, multibillion-dollar empire, but it looks more like a back office.

John and his older brother, Forrest Jr., share the role of chief executive, dividing responsibilities along lines of interest. They sit in a back corner of the huge room with their sister, Jacqueline, who serves as corporate vice president. They split one secretary among them.

It is not the kind of life one might imagine for a family whose net worth is, according to Fortune magazine, $12.5 billion -- the fifth largest in the world. But then, there is much about the Mars family and its corporation that is unimaginable.

Let's start with the numbers.

With worldwide sales of more than $12 billion annually, Mars is bigger than such corporate giants as MCI, McDonald's and Kellogg. It is four times the size of arch-rival Hershey Foods Corp.

With products like M&M's, Snickers, Milky Way, Twix, Skittles, Kudos, P.B. Max, Bounty and Starburst Fruit Chews, Mars controls one-quarter of the U.S. candy market. M&M's alone generate more revenue than sales of Reeboks or Maxwell House coffee. And Snickers, the company's best-selling candy bar, has topped the list of America's favorites since the first polls were conducted in the early 1970s.

Yet Mars is much more than just candy. It manufactures ice cream novelties such as DoveBars and Rondos; the pretzel snack Combos; the nation's leading parboiled rice, Uncle Ben's; and scores of other products around the world. With brand names like Whiskas, Sheba, Expert and Pedigree (formerly Kal Kan in the United States), Mars sells almost as much pet food as it does candy and ice cream. In this country, it's the third-largest pet food manufacturer, but on a global basis, chow for Bowser and Kitty brought Mars sales of more than $5 billion last year. Only Nestle SA, which markets the Friskies brand, comes close.

But while Mars's universe of products is among America's best known, the company behind the brands is not. Since its founding in 1922, the privately held company has operated inside a fortress of silence. Requests for information about the business have routinely gone unanswered. Family members have shunned the press, avoided the limelight and refused to be photographed. The family's penchant for privacy extends to all 70 Mars divisions and to the company's 28,000 employees worldwide, who are not permitted to talk with outsiders about their work.

This impenetrable shroud has bred a host of popular myths about Mars and its owners, who have found themselves splashed across the pages of the tabloids (headline: "Wacky, wealthy Man from Mars lives like a hermit -- & rules with an iron fist") and likened to the cloak-and-dagger agents of the CIA, which, incidentally, is located just two miles from Mars's McLean headquarters. Frustrated by the negative press and determined to combat persistent misconceptions about themselves and their company, the family members agreed for the first time to open their world to The Washington Post. Over more than a year, in more than 150 interviews with past and present employees, a picture emerged of a company that defies many axioms held sacred by corporate America:

* Status at Mars is a dirty word. No one has an office, everyone makes his own photocopies, and everyone handles his own telephone calls. Those who travel fly commercial and avoid first class.

* Bureaucracy is anathema. Writing memos is against corporate policy, and everyone, including the family, works on a first-name basis. Meetings take place only "as needed," and elaborate presentations are deemed a waste of time. The corporate headquarters in McLean employs just 51 people, including John, Forrest Jr. and Jackie.

* Paychecks are tied directly to the company's performance. If sales explode, associates can earn bonuses equal to five, 10, even 15 weeks' salary. But if sales shrink, so does an associate's income.

* Nearly every penny earned is plowed back into the business. John, Forrest Jr. and Jackie receive only nominal dividends. Each earns a salary, which fluctuates like everyone else's and is said to be around $1 million apiece. (In relative terms, those would rank among the lowest executive salaries in the nation, given the size of the Mars empire.)

* Mars is almost entirely debt free. The company financed its expansion into a global conglomerate with more than $12 billion in sales using its own cash -- virtually unheard of in today's leveraged business world. The family says it will only borrow money on a short-term basis, and Mars has turned down promising acquisition opportunities because it didn't believe it could self-finance the deals.

* Cleanliness is an obsession. On any given day, the company boasts, the acceptable level of bacteria on a Mars factory floor is less than the average level in a household sink. Conveyor belts gleam, pipes shine and fixtures that may be a decade old appear brand-new. The slightest suspicion of contamination is enough to halt production for hours.

* Quality is a compulsion. Perfection in tiny details like the M on the M&M or the squiggle on top of a chocolate bar is painstakingly pursued. Millions of M&M's are rejected for sale every day because their M's missed the mark or their shells didn't glow like headlights. A pinhole in a single Snickers is cause to destroy an entire production run.

For Americans bred on the notion that a successful business must have a public relations department, personal secretaries, endless meetings and memoranda and layer upon layer of management, the idea that a multibillion-dollar conglomerate operates very successfully without these trappings is a little hard to swallow. But conventional wisdom melts in the hands of the Mars family, whose values, precepts and eccentricities permeate every aspect of the business.

These characteristics are the company's greatest strength. They may be its greatest weakness as well.

On one level, Mars Inc. is a lean, mean moneymaking machine that should be the envy of every company in America. But on another level, Mars functions like the world's biggest mom-and-pop operation. Mixing family and business can produce a dangerous brew -- so dangerous that fourth-, fifth- and sixth-generation family firms are virtually nonexistent. There's no long-term model for this way of achieving success.

At Mars, it is virtually impossible to tell where the family ends and the company begins. Not a product goes onto the market, not a major decision is made without the Marses' approval. The company's obsessions are the family's obsessions; its idiosyncrasies are their idiosyncracies; its dreams are their dreams; its mistakes are theirs also.

In 1988, Mars lost its long-held position as America's candy king to Hershey. Suddenly, it was forced to rethink the way it had always done business. During the time I was reporting this story, I watched the company reverse some of its long-held beliefs and traditions in an attempt to compete more effectively. In some ways, the shake-up worked: Mars regained its American supremacy. But in other ways, it failed. In the past year, half a dozen top executives have left the company. According to some of those executives, and others who've moved on, Mars is a difficult, demanding place to work. But the real problem, they say, is that -- in a time of rapid change in the global marketplace -- the ultimate authority to innovate and adapt resides in the Mars family.

"If they didn't invent it," says Al Poe, one of the former executives, "they don't want it."

But they did invent it. And that's where the Mars story begins. 'I'M NOT A CANDY MAKER -- I'M EMPIRE-MINDED' In the debate over the future of Mars Inc., one thing is certain: The company's qualities, and its quirks, can be traced back to one man, Forrest E. Mars Sr., who had a brilliant idea. It was called the Milky Way.

Born just after the turn of the century, Forrest was the only son of Ethel M. and Frank C. Mars, a rather unsuccessful candy salesman. But he never knew his father growing up; his parents divorced when he was just 6. Frank Mars remarried and moved to Minnesota. Forrest spent most of his time in Canada with his grandparents.

In a videotape made for the family archives, Forrest joked that when he set out to seek his fortune, he never even considered the candy business. He believed there was more money to be made in coal than in confections, so he enrolled at the University of California to study mining. From the start, he displayed a keen business sense. To pay his room and board, he took a part-time job in the school cafeteria and wound up, in his words, "the richest kid" on campus. By reorganizing the menus to match the meats that he could buy at steep discounts, Forrest earned an average of $100 a week in 1923 -- a fortune so vast he canceled most of his classes to concentrate on business.

When the cafeteria closed for summer break, he joined a sales team and toured the country hawking Camel cigarettes. In Chicago one night, he and the other salesmen plastered every lamppost, every storefront, every car with Camel posters, Forrest said, because his boss told him to leave a trail showing the world he'd been there. The outrageous marketing ploy made headlines and landed Forrest in jail. His estranged father bailed him out.

Since father and son had last seen each other, Frank had gone bankrupt twice trying to make candy. His latest venture, the Mar-O-Bar Co., was only a mild success. Founded with $400 in a one-room apartment above a candy factory in Minneapolis, the business was built on butter creams and the Mar-O-Bar, a gooey combination of chocolate, nuts and caramel.

On that summer's day in Chicago, Forrest said, he was the one who gave Frank Mars the idea that turned Mar-O-Bars into millions. Over malted milks at the five-and-dime, Forrest asked his father, "Why don't you put a chocolate-malted drink in a candy bar?"

"And I'll be damned . . . a short time afterwards, he had a candy bar," Forrest recalled. "Damn thing sold with no ad- vertising."

Inspired by his celestial surname, Frank dubbed the malt-flavored nougat bar the Milky Way. Because nougat -- a combination of egg whites and corn syrup -- was the main ingredient, the bar had an immediate advantage over the competition: It was bigger and tasted just as chocolatey, but cost much less. Sales exploded, reaching nearly $800,000 by 1924. The fluffy filling quickly became a Mars hallmark, the centerpiece of all of Frank's early creations.

In 1930, he introduced the Snickers Bar, with peanuts. In 1932, he unveiled the 3 Musketeers, which took its name from its original design: three pieces of candy -- one chocolate, one vanilla and one strawberry.

Life was sweet. Mars Inc. was operating out of a swanky new plant on Chicago's West Side, and sales had topped $24 million a year. Frank had bought his wife a Duesenberg and a 16-cylinder Cadillac. He had built a gigantic log mansion in Wisconsin, and he had poured more than $2 million into Milky Way Farms, a 2,700-acre horse farm in Tennessee.

But the relationship between father and son was quickly turning sour. Armed with an industrial engineering degree from Yale -- where he had transferred in 1925 -- Forrest insisted that his father was running the business inefficiently, that his products weren't uniform and that management was lax. Although he lacked a title at the firm, Forrest set out to put his own ideas into place, contradicting his father's orders and throwing the factory into turmoil. The last straw came when Forrest tried to persuade his father to sign over one-third of the company to him and to allow him to expand into Canada. "I wanted to conquer the whole goddam world," Forrest recalled. But Frank was satisfied with his accomplishments and ignored Forrest's grand designs.

"I told my dad to stick his business up his ass," Forrest said. "If he didn't want to give me a third right then, I said, I'm leaving." In 1932, Frank gave his son $50,000 and the foreign rights to the Milky Way.

With his wife, Audrey, Forrest traveled Europe. Wanting to strike out on his own, he started a shoe-tree manufacturing firm in Paris, an idea that was a bit ahead of its time. His next stop was Switzerland, where he worked for the Nestle family, learning to make European chocolates. Ultimately, he settled in Slough, a small industrial town just outside of London, where he felt comfortable and could speak the language.

Like his father before him, Forrest set up shop in a one-room factory, making chocolates by night and selling by day. He started out with an anglicized ver- sion of the Milky Way, which he named the Mars Bar. His candy, a little sweeter than its American counterpart, contained only the finest ingredients, a lesson he took from his dad. Although the Brits typically preferred solid chocolate, it wasn't long before Forrest's bar became a bestseller.

There were some failures in those early days. A bar called "So Big" was a disaster. And a pineapple version of the Mars Bar was a flop. In 1937, Forrest gambled by trading cocoa commodities and nearly lost his shirt.

Forrest defended those mistakes by saying, "I'm not a candy maker. I'm empire-minded." And it was in the little Slough chocolate shop that he developed the austere principles that guide the Mars empire today.

His longtime financial officer, David Brown, praises his "uncanny business sense" and his "absolute dedication to the product." But in recalling how he came to be Forrest's chief accountant, Brown remembers only one thing: fear.

"Few people wanted to go work for him directly," says Brown, who came to Slough in 1946 and spent 37 years as one of Forrest's top lieutenants but wouldn't dare consider the man his friend. He describes dealings with Forrest as amicable, "as long as you had a strong duck's back -- if you could take a certain amount of tantrums . . . He could be cruel and demanding -- you just had to know how to shake it off."

For running the business according to his strictures, Forrest paid his managers three and four times what other companies offered. In return, he demanded complete devotion, asking employees to work with him 12 and 14 hours a day. To ensure that everyone pulled his weight, salaries, including his own, were tied to corporate performance.

He lectured on quality with the zeal and regularity of a Sunday preacher. An improperly wrapped candy bar or a pinhole in the chocolate coating sent him into a dither. He would hurl boxes of poorly wrapped chocolates across a room and would terrorize the factory floor if he noticed Mars Bars without enough caramel.

What he lacked in charm, he made up for in brilliance. His knack for recognizing a product's potential is legendary. Forrest was a risk-taker, Brown says. "He was always prepared to consider outlandish ideas." In 1934, he purchased Chappel Brothers -- a small British company that was canning meat byproducts for dogs -- and pioneered Europe's $6 billion pet food market. In 1942, he teamed up with a Texas businessman who had invented a new refining process for rice that made it more nutritious and easier to cook. The result was Uncle Ben's Converted Brand Rice, the world's first brand-name raw commodity.

Forrest's most famous innovation was the candy that "melts in your mouth, not in your hand." The idea for M&M's came from the battlefields of Spain, where civil war was tearing the country in two. On a trip to the southern coast, he met soldiers who were eating pellets of chocolate coated with sugary candy. Protected by the candy shell, the chocolate didn't melt, a hazard that kept most confectioners away from southern climates.

When he returned from Europe in 1939, Forrest invited R. Bruce Murrie, the son of Hershey's president, to join his new business. With Murrie on board, Forrest was assured a continuous supply of cocoa during World War II. They called their company M&M Ltd., and in 1941 they set up shop in Newark, N.J., and began manufacturing tiny, candy-coated chocolate drops.

The first M&M's, slightly larger than today's version, came in brown, yellow, orange, red, green and violet -- without the trademark M. The candy was an instant success, especially with American soldiers, who kept production at a maximum through 1945.

After the war, Murrie pulled out of the M&M company. No one at Mars ever heard from him again. He died in Ohio in 1980. (Several years ago, his daughter sent a letter to Mars asking why her father had never received the credit he deserved. The company wrote her back and said his name lives on -- on each M&M.)

By now, Forrest's combined companies, known as Food Manufacturers Inc., were far bigger than his father's. But still he wasn't satisfied. When Frank Mars had died in 1934, at age 50, his wife's family had assumed control of the Chicago plant and had refused to give Forrest a stake. For several decades, the two families had fought a bitter battle for ownership. At one point, Forrest had even been banned from the Chicago grounds. Finally, in 1964, her family decided to sell out, and at 60, Forrest returned to take what he claimed had always been his. Within days, the way of life at the Chicago plant changed forever.

After ordering executives into the oak-paneled conference room, Forrest proceeded to share his plans for what he called the Mars Candies Division: "I'm a religious man," he told the crowd. Then, after a long pause, he sank to his knees and began the following litany: "I pray for Milky Way. I pray for Snickers . . ." No one in the room dared move. These products, Forrest explained, were to consume the executives' every moment. Every bit of energy, every expense, every idea would be focused on the product. "That's what the consumer buys," he said. "And that's what creates profit. And profit is our single objective."

Soon after the meeting, Forrest ripped out the executive dining room, fired the French chef, tore down the office partitions, stripped the oak walls and sold the corporate helicopter. He then increased salaries 30 percent, replaced annual compensation with incentive pay and handed each associate a time card. THE GOSPEL ACCORDING TO FORREST "This is our chunky line product," John Murray tells me, pointing to the tray of dog food on the stainless steel table in front of him. "It has smaller chunks, a very moist, succulent loaf."

Murray is a Mars marketing executive now based in McLean. His clipped accent, delicate manners and European-style suits bespeak his British heritage. And he's as devoted to his product as anyone at Mars.

We are standing in the "cutting room," or testing center, of Kal Kan -- the pet food division of Mars Inc. -- in Vernon, Calif. Without hesitation, Murray dips his manicured hands into the dog food, plucks a moist brown lump from the thick gravy and pops it into his mouth. "It's highly palatable and enticing for the animal," he remarks. "Really, it tastes just like cold stew."

On the planet Mars, eating dog food is just one way of "practicing the Principles," an insider reference to "The Five Principles of Mars" -- a bible of corporate rectitude inspired by Forrest Sr.'s unyielding quest for perfection. A handsomely printed 24-page brochure that can be found on desks and tables in every factory spells out the five lofty-sounding themes: Quality, Responsibility, Mutuality, Efficiency, Freedom. (One Mars manager, eager to show off her dedication, named the conference rooms in her office after the principles; during our interview, we sat in Responsibility.)

How do these principles play out at Mars? Let's start with Quality. Although no one at Mars has the word in his or her title, quality control is everywhere. Along the production line, associates constantly check for consistency. If a 3 Musketeers bar is a fraction of a gram too light, the entire production run is scrapped. If the chocolate coating is too thin or the caramel too thick, the whole process is started again. If the dog food chunks are too small, they are rejected.

Quality at Mars means taking care of tiny details that consumers would probably never notice. For example, every brand of candy bar has its own unique "signature," or chocolate design, on top. Although they appear random, those ripples of chocolate are specifically engineered so that each brand can be identified without its wrapper. Each brand also has its own chocolate recipe and secret nougat mixture.

Though the pressure to compromise on quality has increased, neither John Mars nor Forrest Jr. has ever lowered the company's standards. Mars uses only the highest quality ingredients, even when taste tests show that consumers would not notice the difference. The brothers' greatest fear, associates say, is "incremental degradation," a term used to describe what can happen if you start using cheaper ingredients.

"Once you start down that road, you'll never come back," says senior executive Phillip Forster, who oversees all Mars products worldwide. "We will never make that mistake."

The quality drive is also expressed through the family's obsession with cleanliness. Although Snickers bars whiz off the line at the Waco, Tex., plant at 1,000 bars per minute, not a drip of chocolate blemishes the floors, and the company's pet food plants are just as pristine. Mars provides all its workers with uniforms that are laundered daily.

Principle number two is Responsibility. "As individuals," the brochure states, "we demand total responsibility from ourselves; as associates, we support the responsibilities of others." Associates are expected "to take on direct and total responsibility for results, exercising initiative and making decisions as their tasks require."

"We are responsible to our associates, for without them there would be no Mars," said Forrest Jr. in one speech. "In fact, my brother and I believe we work for our associates, and not the other way around." (Though this sounds like motivational rhetoric, the brothers do work awfully hard. They spend 70 percent of each year traveling the globe, checking on operations. And when they're in McLean, they often work 80-hour weeks.)

Whoever works for whom, the rewards are impressive. Salaries are pegged at the 90th percentile of the compensation offered by other premier companies in the world. Moreover, Mars operates with only six pay levels. By paying all vice presidents approximately the same salary regardless of their function, Mars finds it easy to transfer people from business unit to business unit and from function to function.

The downside, of course, is that if associates take initiatives not deemed consistent with the brothers' vision, heads can roll. As a symbolic reminder, the brothers Mars have positioned a butcher's block in the middle of the second-floor office in McLean. Attached is a plaque that reads: "Head on the block responsibility."

The notion of responsibility blends into principle number three, Mutuality, which simply means "everybody wins." The brochure insists that each business encounter -- with the consumer, another associate, a supplier, a distributor or the community at large -- should benefit everyone concerned, and then it poses this rhetorical question: "If we are selfish in these relationships and give a less than fair benefit in return, how long can this continue?"

Principle number four -- Efficiency -- is, in everybody's opinion, the key to the company's success. Mars has 41 factories, including 15 in the United States. Virtually all make use of the family's secret recipes 24 hours a day, seven days a week, at speeds few companies can imagine.

In Chicago, at the company's oldest plant, Fun-Size Milky Way bars roll off the line at the rate of 5,520 bars per minute. In a week, the plant can produce enough bars to cover the White House lawn. In Waco, where Skittles are manufactured, Mars makes enough of the colorful fruit-flavored bits every year to leave a trail every inch to the moon.

The company's drive for efficiency has bred one of the most effective work forces in business. Mars operates with 30 percent fewer employees than its closest competitor, but it produces more candy per employee than any other company in the industry. In 1990, for example, Mars's revenue averaged out to $429,000 per employee. At Hershey, that figure was $228,000.

Developing super-efficient factories isn't difficult for Mars. The brothers -- like their father before them -- think there's no better way to use profits. (Why take money out of the business and pay taxes on it when you don't really need it?) The result of this constant reinvestment is best seen inside the plants, which are state-of-the-art from top to bottom.

Even the waste is not wasted. At Uncle Ben's, hulls stripped from the unprocessed rice are burned to generate part of the plant's electricity.

The fourth principle extends to the use of human resources as well. The flat management structure and open offices encourage direct communication. There's no waiting around for meetings: If you need something, you walk over to the boss and ask for it. If you have a problem, you gather your colleagues and deal with it. At each manufacturing unit, the division heads sit in wagon-wheel fashion so that they can constantly talk to one another.

The fifth principle, and probably the one closest to the brothers' hearts, is Freedom. In the pamphlet, it's explained this way: "We need freedom to shape our future; we need profit to remain free." What it really means, however, is privacy -- in every facet of the business. The brothers believe that the best way to determine the company's future is to remain private, and privately held.

Being out of the Wall Street spotlight means Mars doesn't need to be concerned with achieving consistent financial returns. "There's no SEC, no stockholders that have to be answered to, and if John and Forrest want to make investments at the expense of short-term profit, they can and they're able to and they do," says Al Aragona, the recently retired president of Uncle Ben's.

But the privacy issue extends beyond business decisions to the company's public relations -- or lack of public relations. If Mars doesn't have to communicate with the world, it won't. The only thing Mars wants the public to pay attention to is its products.

The ability to be secretive "is one of the finest benefits of having a private company," according to Forrest Jr. "Privacy at times today seems a relic of the non-media past, but it is a legal right -- morally and ethically proper and even desirable -- and a key to healthy, normal living," he told a group of business majors at Duke University. It "allows us to do the very best we can, the very best we know how, and to do so without being concerned with self-aggrandizement."

This is a company that, until recently, wouldn't even share its financial statements with its bankers for fear the information might leak. Company treasurer Vito Spitaleri says Mars "has gotten more sophisticated" about releasing information to those who need it, like bankers and lawyers. But despite its decision to cooperate with this article, Mars hasn't overcome its deep-rooted aversion to publicity.

Although family members agreed to be interviewed, they refused to be photographed. Edward J. Stegemann, Mars's general counsel and an adviser to the family, insisted that a tape recording of Forrest Sr.'s voice be destroyed, lest it fall into the wrong hands. And until I presented Mars with an accurate portrayal of the tremendous size of its business, officials low-balled sales figures and downplayed the number of associates worldwide.

Stegemann patiently explains that the brothers' precautions are necessary. "Their name is Mars," he says. The attorney says that a couple of times a year he finds strangers lurking outside the McLean headquarters -- the only office, by the way, that is permitted to display the family's portraits.

With one exception, that is. FATHER AND SONS In the conference room at Slough, on the outskirts of London, hangs a small photograph in a plain black frame. Forrest Sr. appears to have been in his late sixties when the photo was taken. He looks a little like Frank Perdue, except that his face is a bit chubbier. He is nearly bald, with a large hook nose and a turned-down mouth that gives him a disapproving look.

It's an expression his sons must have seen often as they were growing up.

For John and Forrest Jr., childhood was one long lesson in frugality. Their father was so dedicated to building his business that in the early days at Slough, he refused to spend money on a nice apartment, heat or even decent food for his wife when she was pregnant. Audrey's father had to come and take his daughter back to the United States until Forrest could get the company up and running.

Like their father, the Mars children were forced to work for everything they got. There were no allowances, no fancy cars or clothes. John Mars says he was never even allowed the pleasure of an occasional M&M. "They all went to the government, for the war effort," he explains.

"Forrest Mars didn't want to raise a bunch of playboys," says Ed Stegemann. "He wanted them to do something with their lives, to be productive."

The mere suggestion that Forrest Sr.'s children could have lived a leisurely life is met with ridicule by family members. John says he didn't know what he wanted to do with his life, but he always knew he would have to get a job. "When you left home in those days, you left home," he says. "None of this nonsense that we have today that you can go home and live with your parents . . . I can imagine what would have happened in my day if we went back home three or four times . . . The locks would have been changed, for one thing -- real quick."

Today, John is often described as the chief decision-maker -- the brains of Mars -- and credited with leading the company's push toward automation. Less outgoing than Forrest Jr., John says he decided to major in industrial engineering at Yale because that was the only degree that didn't require writing a thesis. After serving in the U.S. Army from 1956 to 1958, he took his marching orders from his dad. His first assignment from Mars was to start a pet food company in Australia.

"Somebody handed me a plane ticket and said, 'Hey, that's what you do. You go to Australia,' " he recalls of his first days on the job. "I didn't go with anything. A ticket -- a one-way ticket. And my wife turned up a couple of weeks later." Today he oversees the company's pet food operations worldwide.

The route of Forrest Jr. -- who oversees the candy divisions -- wasn't so direct. A member of the Yale class of '53, he majored in economics and then served as a finance officer in the Army. At the end of his tour, he joined the accounting firm of Price Waterhouse in New York, which had long done business with the family. In 1955, he married Virginia Mae Cretella, the daughter of a congressman from New Haven, Conn. They lived in New York for years before he finally launched his career with Mars.

Like his father before him, Forrest Jr. set out to earn parental respect by building a business virtually from scratch. His first assignment, in 1960, was to oversee the opening of Mars's new headquarters -- two rooms above a dress shop -- on 15th Street in downtown Washington. (Forrest Sr. chose the city for several reasons: It was the capital, it had a new airport, and it was close to his farm in The Plains, Va., where he loved to go fox-hunting.) Then, in 1961, Forrest Jr. was dispatched to Veghel, in the Netherlands, where he started a candy factory to serve the European continent.

Theo Leenders, who worked at the Veghel plant in those early days and now is a company manager, says Forrest Jr. would spend all night in the factory trying to impress the importance of quality and efficiency on his workers. "There they are, standing there bloody in the middle of the night, and the boss comes along to chitchat. That really said something," Leenders recalls.

But no amount of hard work seemed to please Forrest Sr.

Never one to mince words, he would lash out in anger whenever he found the slightest flaw in either son's performance. These degrading scenes often took place in front of other executives, some of whom still retain vivid memories of Forrest Sr.'s tirades. "He was terrible to them," says one longtime associate. "He would shout and call them dumb and stupid. He would harangue them over the smallest detail. Everyone in the room would fall silent, and you could hear him screaming all the way into the factory. It was horribly embarrassing."

In 1961, three days before it was scheduled to open, the Veghel plant caught fire and burned to the ground. When Forrest Sr. heard the news, he flew into a rage. Although observers said the fire was beyond his son's control, Forrest Sr. demanded apologies over and over again. Forrest Jr. spent the next nine months rebuilding.

John received his own lessons in humility. Once, at a meeting of advertising executives in West Germany, Forrest Sr. ordered his younger son -- who was 29 at the time -- to get down on his knees and pray for the company. John quietly obeyed, remaining on the floor for nearly an hour as the executives discussed the company's marketing strategy.

Former Mars associates say these outbursts have haunted the brothers for years. It's taboo, they say, to even mention the old man in their presence.

But Ed Stegemann tells a different story. Forrest Mars Sr., he says, was preparing his company for the future. And in the end, he gave his sons the most noble gift he could: In the fall of 1973, he turned over ownership to his children and simply walked away.

"He recognized that as long as he was around, they never could take control," Stegemann says. "I don't think there are many people of his status around the world that have ever done that -- said, 'Here's the end of the pool, I gotta kick you in it, goodbye, I taught you how to swim.' "

What do you do when your father kicks you into a multibillion-dollar pool of responsibility? Well, if you're the Mars brothers -- their sister inherited equally with them, but didn't join the management team until much later -- you work your tails off. You brush up on the Five Principles. You try hard to do things the way they've always been done.

And you spread the gospel according to your father all over the world.

(Part Two Begins on Page 27)