By the standards that most men value, it looked like a promising professional career. Approaching midlife, the foreign service officer had been with the State Department 13 years and served successfully in a variety of assignments, both overseas and in Washington.

Promotions had come more or less on schedule, there was a house in Georgetown, a wife and two children, and, at age 38, no reason to expect the climb up the foreign service hierarchy would not continue.

Then, abruptly last December, the officer left the service to study for a degree in clinical psychology at George Washington University with the expectation, eventually, of becoming a practicing psychologist.

"I took a look around at the State Department," he said, "and I decided I didn't really want any of the jobs at the top. A deputy assistant secretary? An ambassador? They're all workaholics. Their lives aren't their own. I was fed up with being part of a large bureaucracy and I could feel myself getting stale."

The former State Department official is part of a growing corps of men and women who are taking hard looks at their careers as they enter their middle years. And he is part of a growing number who have decided they don't like what they see.

Some want a change of scenery or a change of pace, some want out of a dead-end job, and some just want to work for a smaller - or a larger - organization.

"I found the people who were getting ahead were the people who were willing to push other people harder than I was willing to push," said James Griffin, who at 35 left a management job with General Mills after 10 years to teach in an elementary school in Columbia, Md.

Former Air Force Capt. James E. Jasch said, "I felt stifled in the military. You never saw anything through to its completion.You had no control over your own destiny." Jasch resigned after 7 1/2 years in the Air Force to become a legal administrator in Washington.

In the Washington area, the majority of midlife career changes are made by military people who complete 20 years of service in their early or mid 40s, become eligible for pensions and opt for a second career.

In recent years more civilians - and military people before they become eligible for pensions - also are taking the second career route. More often than not, they are moving from one line of work into an entirely unrelated field. Invariably such a move means giving up years of training, experience and seniority to start all over again with a clean slate. Often it involves a major change in lifestyles, and it is usually fraught with anxiety and apprehension.

Charles Borsuk, a psychologist who does extensive career counseling in the Washington area, says one of the trends he's noticed recently is the increasing number of "people who have worked in large organizations who now want to work in a small organization."

"They are grasping for more responsibilities," says Borsuk. "So many are unable to identify their contribution because of the size of the organization. They want to get into a situation where they can put their hands on the results.

"The time of working so many years in one place and then retiring is gone. Now people are saying that if there is no progress on the job and no feeling of contribution, then it's time to move on."

For the better part of a decade, Borsuk and Stanley Hyman, a professor at Catholic University, have been leading seven-week courses on career transitions. The classes, which meet twice weekly at the Pentagon, are aimed chiefly at military retirees entering the civilian job market for the first time, but they also attract a substantial number of civilians.

The majority of participants in Hyman's course are men, although in the last few years the number of women attending has increased steadily. This year, there has been an average of 15 women in each session. They include school teachers and librarians who are looking for jobs in business and industry, and middle managers in business who want a change of scenery. Only a small percentage are military retirees, Hyman said.

"There is a tremendous culture shock when an individual who has been accustomed to one form of life moves to another," said a former Air Force lieutenant colonel who, at age 50, moved to a job in private industry after 33 years of civilian and military government service.

"In the military and in government, you are isolated to a degree and protected, but you get out in private industry and they don't think you can do a goddamn thing if you've been with the military or the federal government. Suddenly you start asking yourself, 'Can I do anything?' I went through a deep depression. I was beginning to think I was not worth a damn," he said.

Eventually, the former lieutenant colonel became so severely depressed that he was hospitalized for two weeks. He pulled out of it, landed on his feet and found a job as a systems analyst in private industry.

For Lt. Col. Gordon Grant the issue came to a head when he decided, after 21 years in the Army, that he wanted to retire and get another job while he was still in his 40s. But the decision elevated his level of anxiety to the point where he suffered 10 consecutive days of insomnia. Finally, he got some psychiatric counseling at Fort Myer.

"I was not forced out, but I didn't want to retire in my 50s after 30 years. I wanted time to carve out a second career. I look back at my 21 years with the military with great fondness, but I am as happy or happier and my wife and family are as happy or happier now than ever before," said Grant, who went to work as a systems analyst with Boeing Computers after he left the army.

"There is a good deal of uncertainty about a midlife career change, but when you do it, you usually find out it's not going to kill you," said Alan Dinsmore, who at 37 quit after 10 years as a budget analyst with the Department of Defense and Common Cause to return to graduate school to study gerontology.

"When you do something like this, you learn a tremendous amount about the things you can do that you never thought you could do - like getting along on almost no income. You'd be surprised how many things you can do without when you don't have the money to pay for them," said Dinsmore, who later went to work for the Senate Committee on Aging.

"It almost seems as if everyone's changing careers," says Linda Hartsock, executive director of the Adult Education Association. "We have a very mobile society now. When I went to school, you decided what you were going to be when you grew up and that's what you did for the rest of your life. It just isn't that way any more."

"People going from a known environment to an unknown environment get very shaky," says Hyman. "They get frozen with fear. They can't get their act together to get a job. It's the type of turmoil that turns very smart people into dumb people."

Five times a year, in seven-week semesters, between 125 and 150 persons assemble in a fifth floor auditorium at the Pentagon for Hyman's course on career transitions.

Before the course even starts, they're subjected to a seven-hour battery of psychological testing.

"The battery gives us an insight into the guy sitting in the class," says Hyman. "It tells you whether you are people-oriented or thing-oriented. Whether you belong in a large or small organization. Whether you can go into business for yourself or whether you have to be working for someone.

Then, three weeks into the course, every participant goes for an individual session of psychological counseling with Borsuk.

"We give them a chance to see themselves in terms of how they look to the rest of the world," says Borsuk. "The anxieties they go through are endemic of anyone going through a midlife career change, but they do get a better realization of themselves in terms of objective strengths and weaknesses."

Borsuk "really opened my eyes to the outside world," said Samuel W. Smithers, who retired as a colonel after 27 years in the Army. "In the military, you go places because someone tells you to go there. You don't go seek something out. It's a traumatic experience, going out and looking for something."

Contemplating retirement from the Army at the age of 49, Smithers said his greatest difficulty was deciding what to do with the rest of his life.

"I was in the infantry. I didn't really know if I had any skills I could transfer," he said. "If I had been an engineer or in the signal corps, it might have been different. But I couldn't really go out looking for a job and say I've had 27 years experience leading a bunch of killers."

In addition to the testing and counseling in Hyman's career transition course, Smithers learned the finer points of writing resumes and job interview techniques. He was warned to be ready for the fact that most civilian employers would be unimpressed by his military career.

In Smithers' case, the techniques worked sufficiently well to help him win a job over 180 other applicants as the administrator of the Washington office of the New York law firm of Sullivan and Cromwell. There, he handles the administrative details of running a firm of nine lawyers, three paralegals and a support staff of 20,

"I'm extremely happy with the job. It fits me fine, and it fits my background," said Smithers. CAPTION: Picture, Dick Keating, left, sought help from Stanley and Genia Hyman in changing careers. By Craig Herndon - The Washington Post