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.

CAPTION: Sitting before a portrait of his idol, liberator Simon Bolivar, a smiling President Chavez prepares to swear in new ministers.