Lt. Gov. Bob Bullock, a Democratic power in the Texas legislature, had a message for Gov. George W. Bush on the future of Bush's pet legislative initiative, and the setting--the two were at a ceremony rededicating a state cemetery--could not have been more appropriate.

Responding to Bush's mention of a deceased Dallas legislator who lay buried in the ground in front of them, Bullock leaned over that day in 1997 and in a loud stage whisper, according to a Bullock aide who was there, told Bush: "Governor, Jumbo is much more alive than your tax bill."

If that pronouncement by the presiding officer of the state Senate rattled Bush, he did not show it. He also did not give up on the most ambitious initiative of his governorship--a proposal to cut local school property taxes and replace the lost revenue with state funds. And by the end of the 1997 legislative session Bullock was at the governor's side, cajoling and pleading with state senators in an attempt to salvage a compromise out of conflicting measures that had been passed by the legislature.

In the end, there was no compromise and the effort to find a long-term solution to equitable funding of public schools in Texas failed. For Bush, the defeat in a high-stakes initiative was somewhat akin to President Clinton's failure to overhaul the national health care system in his second year in office. But unlike Clinton, Bush, the front-runner for the Republican presidential nomination next year, emerged from the battle with his reputation intact and perhaps even enhanced.

As governor of the nation's second-most populous state since 1995, Bush has been able to get his way most of the time in Texas not through confrontation or public eloquence but through the shrewd use of an engaging personality. Affable and conciliatory by nature, "Bush is also a guy who avoids confrontation," said Bruce Buchanan, a professor of government at the University of Texas. "He doesn't enjoy big nasty arguments. That's a proclivity and a conscious strategy. I think he correctly perceives one of the things that turns off the public is confrontation."

But according to Buchanan, there is also a certain "passive" quality to Bush's leadership style that was on full display during the 1997 battle over taxes and public school funding.

When a House committee essentially threw out his original plan and began crafting its own more radical proposal, Bush publicly encouraged the effort. For much of the 1997 legislative session, Bush appeared to have little influence over the course of events. He seemed satisfied to be on the sidelines. "I understand a successful plan will have a thousand authors," Bush said at one point.

At crunch time, as a conference committee struggled to reconcile the differences between the House plan that called for far more state spending than Bush had envisioned and a more conservative one passed by the Senate, Bush personally intervened in the process. But according to participants, there were no threats from the governor, no yelling and screaming in the conference room just off his office as Bush earnestly explained to small groups of lawmakers why reaching a compromise--almost any compromise--was "the right thing to do."

"What he does not do in the Senate in the endgame is go public and press for it," Buchanan said. "He does not use his considerable public prestige when it is on the line."

Caution, pragmatism and discipline have been the hallmarks of Bush's administration and his temperament has fit perfectly with the benign tenor of the times. He has governed during a period of economic prosperity and state budget surpluses. He has not been tested by crisis--there was no immediate need to deal with the school financing issue. Not so long ago, Texas governors were confronted with court orders that threatened to disrupt both the state's prisons and its public school systems. Bush was spared that.

"He came into office with many of the brutal questions of state government settled," said Allan Saxe, a political scientist at the University of Texas at Arlington. "He has really led a charmed political life. He's been lucky."

A political novice who had not held public office before defeating Democratic Gov. Ann Richards in 1994, Bush appeared to understand instinctively that the key to his perceived success would hinge on his relationship with the legislature and its leaders.

Texas is often said to have a "weak governor" system, and while not everyone agrees with that description, the legislature takes its role and prerogatives seriously. It is, for example, not the governor but the Legislative Budget Board, a powerful array of senior lawmakers, that has the most influence in shaping the state's two-year budget. For a governor to be seen as successful, Saxe said, he has to be effective in lobbying the legislature.

For Bush, it helped that his conservative agenda appealed not only to his fellow Republicans but to conservative Democrats such as Bullock and House Speaker James E. "Pete" Laney. According to Tony Proffitt, Bullock's former political aide, the courtship began even before Bush was first elected in 1994 when the Republican gubernatorial candidate sought out the Democratic lieutenant governor, promising to work with him if he won the election. The two pragmatists hit it off, so much so that Bullock, who died earlier this year, endorsed Bush for reelection in 1998.

"Bullock wanted results and he saw the opportunity with Bush to gain some help in getting something done," Proffitt said. "To Bush's credit, he stayed away from some of the partisan issues that could have caused stalemate."

It helped, too, that Bush's smoothly conciliatory style fit well with the legislature's self-image as a place that is above the partisan bickering that at times has paralyzed Congress. In Texas, so long a one-party state dominated by conservative Democrats, there is a tradition of power-sharing that politicians in the nation's capital would find baffling. Democrats still control the Texas House, but Republicans chair some of the committees. A similar arrangement exists in the Senate, which the GOP took over for the first time since Reconstruction in 1997.

Earl Black, a political scientist at Rice University in Houston, said Bush's style--his easygoing, almost cozy relationship with the legislature--reminded him of the 1950s in Washington. The chief executive then was a Republican who, like Bush, sometimes gave the impression that he was not totally engaged in the business of the day. But in Senate Majority Leader Lyndon B. Johnson and House Speaker Sam Rayburn, President Dwight D. Eisenhower found two pragmatic Texas Democrats with whom he could forge a strong working relationship.

"In contrast to previous governors who basically were always fighting somebody all the time, what [Bush] did that was refreshing was to work with what he had," said Black. "He worked with Bullock and a Democratic legislature to get some things done. That's part of the reason he got this reputation for being a conciliator. In more ways than one, he does remind me of Eisenhower."

By all accounts, Bush is a world-class schmoozer who enjoys wandering onto the House or Senate floor to chat with lawmakers. People seem to want to please him, and Democrats go out of their way to say they like him. "He's the only governor I've ever known that I would like to have sitting on my back porch drinking beer and talking baseball," said veteran Austin lobbyist William Allaway.

Austin has undergone explosive growth during the 1990s, but around the Capitol there remains a clubby, small-town atmosphere. With the legislature meeting for only 140 days every two years, there is a premium on "getting things done." The legislature has its share of liberals, but a majority of lawmakers are, like Bush, conservative to one degree or another and are eager to accommodate their differences.

"There are people here who will go up to a point and then say, 'No, we're going to have a budget, the schools are going to open, we're going to fix the highways and arrest the criminals,' " said Proffitt. "We're only going to push [partisanship] so far because they are deathly afraid of being labeled obstructionist. I think Bush is very sensitive to that."

Bush's efforts paid early dividends. In 1995, his first year as governor, he carefully confined his legislative agenda to items he knew were likely to pass in some form, beginning to build his reputation as a governor who could work effectively with lawmakers of both parties.

"He picks his fights very carefully," Saxe said. "When he doesn't think he can win, he doesn't do it."

This background made it all the more surprising in 1997 when Bush took on the school finance system. Although he failed to reach his goal, he got credit just for trying. "What I want from a leader is someone who has the ability to see a problem before it happens, the courage to deal with that problem and the vision to propose a solution. That's what he did," said Rep. Paul Sadler, the Democratic chairman of a special House committee that took Bush's plan and transformed it into something much more radical.

There was no immediate need to deal with school funding, and why Bush decided to do it is not entirely clear. In calling for a new, broad-based tax on business, Bush risked alienating his GOP base. Among the fiercest critics of his plan was Tom Pauken, the conservative Republican state chairman at the time.

Bush sold his plan as an overall tax cut, and some suspect he was already eyeing the Republican presidential nominating contest and wanted to stamp himself as a tax-cutting GOP governor. But Albert Hawkins, Bush's budget director and a chief architect of the plan, insists that "the primary goal in the governor's mind was to establish a fairer and more stable funding system for our schools" before there was a crisis.

The school finance issue has been around for decades, beginning in the late 1960s when a school district in San Antonio filed suit in federal court charging that the finance system was unconstitutionally inequitable. The school district lost that case, but by the late 1980s the Texas Supreme Court was siding with poor school districts, ruling that wide disparities in property wealth across the state produced an unconstitutionally unequal funding system in which local property taxes covered more than half the cost of public education.

Finally, after earlier attempts were struck down by the high court, the legislature in 1993 at least temporarily resolved the problem by enacting what is known here as the "Robin Hood" school finance system. Under the complex measure, school districts with per-student property wealth above a set level must share a portion of the wealth with the state, which distributes it to poorer districts.

According to Lawrence Picus, director of the Center for Research in Education Finance at the University of Southern California, the Robin Hood system has had the desired effect of narrowing the funding gap. But Robin Hood is not popular, especially in wealthy districts that tend to vote Republican, and it may not be a long-term solution.

With booming enrollments and growing expenses, several Texas school districts are nearing the maximum property tax rate of $1.50 per $100 of property valuation that is allowed under state law. Soon enough, the legislature may be confronted with a choice between increasing the maximum tax rate or seeing a deterioration of the schools.

The most direct solution would be to boost the share of school spending paid for with state revenue, reducing reliance on local property taxes. Bush called for an increase in the state's share of school spending as early as his first State of the State address in 1995, although he did not propose specific steps to achieve that goal.

What Bush proposed amounted to a major shift in the way Texas funds public education and, therefore, what taxes its citizens would pay. His plan would have boosted the state's share of public school funding from about 45 percent of the total to about 60 percent, an infusion of state cash that would allow local school districts to lower property taxes and move the state closer to resolving the school funding gap.

Cutting local school property taxes would be the easy part. The hard part would be producing enough new state money to make up for the lost local revenue. To do that, Bush proposed higher state taxes--including an increase in the sales tax--and an entirely new tax on business that would apply not only to corporations but to partnerships and even sole proprietorships, which pay no taxes under Texas's loophole-ridden corporate franchise tax law, which would be repealed.

"This won't be easy," the governor told the legislature in what turned out to be an understatement.

That soon became evident in the House, where Laney, the speaker, appointed an extraordinarily powerful special committee made up largely of committee chairmen and headed by Sadler, chairman of the Public Education Committee. Soon enough, the staff of the Legislative Budget Board announced that the Bush plan would most benefit the affluent. Bush and his staff disagreed with that assessment, but by this time Sadler and his committee were moving in a different direction.

What the committee finally produced and the House passed went further than Bush had ever envisioned. According to Sadler, eventually it would have pushed the state share of education spending to nearly 80 percent. It would do so by extending the corporate franchise tax to partnerships, increasing a number of other state taxes and repealing several exemptions to the state sales tax that mostly benefited the service industry.

Business lobbyists descended on Austin in droves, but Bush remained publicly unperturbed by this transformation of his plan. According to Terral Smith, his chief legislative aide, Bush was deeply involved in crafting the details of the legislation, but at this stage he was more concerned about the process than the end product.

"If we were going to get anything done and get something we liked, you had to help move that bill," Smith said. "So we made the tactical decision to help get the House committee to pass it."

"He kept saying over and over again that tax bills have to originate in the House and that unless the House passes something we can't even talk, so move the process along," recalled Allaway, who is president of the Texas Taxpayers and Research Association, a business group.

According to Sen. Teel Bivins (R), chairman of the Senate Education Committee, this was typical of Bush. "The governor had his eye on a goal," Bivins said. "He's very much goal-oriented. He's not detail-oriented."

In this case, however, Bush could not reach the goal, could not bridge the differences between the House and the Senate. The Senate was always leery of raising state taxes and its plan used different methods to produce about $3 billion a year less in new state revenue than the House measure. Bivins said he still vividly remembers the moment when Bush "pulled the plug" on the effort.

"He said we're just going to have to go with our fallback position," Bivins recalled. "But at that moment, he still had that twinkle in his eye and a joke for his staff."

In the end, the legislature used a state budget surplus to enact a straightforward $1 billion property tax cut for homeowners by increasing the amount of a home's value that is exempt from taxation. But state taxes were not raised and there was no infusion of new state money into the school finance system.

Bush called the months-long, grueling endeavor "a noble effort." He also warned that a future governor and legislature would have to tackle the school finance issue. No one here faults him for not revisiting the issue in the 1999 legislative session. "There was no point," Sadler said. Bush moved on to other issues, his reputation and relationships with key lawmakers apparently none the worse.

CAPTION: Texas Lt. Gov. Bob Bullock, right, greets Lt. Gov.-elect Rick Perry at a January ceremony as Gov. George W. Bush applauds. Though a Democrat, Bullock worked closely with the Republican governor and endorsed him in 1998.