The voice over Janet D. Howell's shoulder came from a colleague as they climbed the members-only staircase to the Senate chambers: Would it be sexual harassment, he wondered aloud with locker-room vulgarity, if he commented on her legs and her buttocks?

Howell, who represents the 32nd District in Fairfax County, spun on her heels and replied, "Yes!" But she kept silent for several years about that incident and others she experienced earlier as a legislative aide: the pats on the rear, the unwanted sexual asides and the heated entreaties from male lawmakers.

Some male lawmakers believe that what happens in Richmond stays in Richmond, and they expect women to play along.

"What we do down here is secret," Howell was assured. "Your husband will never know."

As proposals for a new code of conduct are debated, women who work as lobbyists, legislative aides, interns and lawmakers say that harassment persists in the capital. They are the targets of kisses aiming for the lips, hugs that are too tight and pinches in the elevators. There are undisguised stares down the blouse, and the hand on the back that lingers too long.

While the forced resignation of House Speaker S. Vance Wilkins Jr. focused attention on the treatment of women in state government, many share their experiences only with friends who have endured the same humiliations.

Wilkins (R-Amherst) resigned from his leadership position last week after acknowledging that he paid $100,000 to settle a woman's claim that he had groped and pinned her against furniture in the Amherst offices of his former construction company.

Claudia Tucker, Wilkins's chief of staff, said she was aware that Wilkins had a reputation for inappropriate comments or being too familiar. "I cautioned the speaker because I came from the corporate background, because I probably knew more about that," she said.

Nevertheless, Tucker said, lawmakers who lined up to condemn Wilkins have much to answer for themselves. One member of the legislature asked her to bend over so he could see her breasts more clearly, she said. And another licked her face.

"I have been fondled, pinched on the butt at parties," Tucker said of her five years in the General Assembly. "I have seen examples of male legislators treating women in ways they would not want their wives or daughters treated."

Most women, including Tucker and Howell, refuse to name legislators they say crossed the line. They keep quiet, they say, out of a recognition that in the state Capitol, it is the lawmakers who wield all the power -- who decide which bill passes and which dies; who can promote or block a budding political career; who can erase a lobbyist's effectiveness with a few choice words.

"Your own reputation will be placed in question," said Del. Terrie Lynne Suit (R-Virginia Beach). "You will be accused of being a loose woman. That always happens."

Suit supports new harassment policies but doubts they will be effective.

"The fear is what keeps women from coming forward," she said.

State capitols are places where people touch each other a lot; they huddle, they grab hands, they throw their arms around each other's shoulders, anything to get attention in a forced intimacy conducive to sealing deals. Everybody has something to trade -- information, a vote, a promise. When a male lawmaker oversteps his bounds, women often feel that the satisfaction of putting him in his place could cost them everything they have worked for.

In Maryland's legislature, lawmakers report a dramatic shift in attitudes from the 1970s, when a female delegate was presented with a muskrat toilet seat cover by then-Speaker Thomas Hunter Lowe to mark the introduction of women's restrooms. There have, however, been dramatic exceptions since then. In 1993, veteran lawmaker John S. Arnick was denied a judgeship after making sexual comments about female lobbyists.

"Maryland tends to be a progressive state and more enlightened about the treatment of women," said Del. Cheryl C. Kagan (D-Montgomery County). "I've always felt sympathy for my women counterparts in Virginia. I think they're in another century."

In fact, women who have worked in Virginia state politics for more than a decade say crude sexual overtures are less prevalent now.

Many members of the Old Guard have retired or been voted out of office, replaced by younger lawmakers who grew up in an era when women expected to be treated as equals. Women are no longer a rarity among lawmakers and lobbyists. And there is less hard-core partying.

A raucous after-hours hangout for lobbyists and lawmakers -- a Holiday Inn lobby bar called Shu's -- has closed, existing now only in the memories of older lawmakers and in the yearly session's folklore.

"In the mid-'80s, it was still very much a white male, good ol' boy, handful of lobbyists, backslapping, deal-making kind of time," said a female lobbyist. "Now there are many more serious, professional women lobbyists who want respect, work hard for it and deserve it."

Karen Raschke, a former Planned Parenthood lobbyist who in the 1980s organized a network of female lobbyists, said a turning point came in 1991 after Anita Hill testified before the U.S. Senate during Supreme Court confirmation hearings for Clarence Thomas.

"I do believe it's changed," said Raschke, who once in the late '80s elbowed a lawmaker in the gut after he put his hand over her breast. "But there are still some, only a few I believe . . . [who] seem not to comprehend that professionals who act with friendliness are not asking for sex."

Some blame the hothouse atmosphere of the two-month session. Lawmakers live in hotel rooms or rented houses and work late before heading to receptions.

"You leave your wife and kids at home. That daily grind is left behind," said Susan Seward, a lobbyist for veterinarians. "It's sort of like they're rock stars for a couple months, and we're their groupies."

Lobbyists, aides and interns are particularly vulnerable, women say. But even those who hold office are not immune.

Howell said harassment started for her when she first came to the capital as a legislative aide in 1989.

"At one point, I counted, and there were seven different legislators" making crude comments or touching her rear, she said. Some offensive behavior stopped when Howell returned in 1992 as a member of the club, she said.

"Those who had been particularly obnoxious to me as an aide didn't seem to realize I was the same person," she said. "What was so traumatic to me was trivial to them."

Still, she was aghast when the male senator behind her on the members staircase said: "Senator, if I told you you had beautiful legs and a nice ass, would it be sexual harassment?"

One lobbyist said that a few years ago, a male staff member warned her about a member: "Watch out. He's a kisser."

"Sure enough, he kissed me when I came in, and he kissed me when I left," she recalled. "It was on the cheek, but it made me feel uncomfortable."

Women in Richmond quietly warn each other, said Judy Singleton, a lobbyist for Fairfax County public schools.

"They give signals: Don't go into his office alone. Make sure his aide is with you. Nothing direct. Just clues. You observe trouble spots and stay away," Singleton said.

Tucker, who spent 18 years at Philip Morris before joining Wilkins's staff, said she was a sounding board for many of the young women, especially interns.

Some asked whether they were required to do personal work for a member, such as picking up dry cleaning. Others told Tucker they were pressured by members to go out for dinner, drinks or on dates.

"I would say, 'Did you know that so-and-so was married,' " Tucker said. "They would say, 'No.' I would say, 'There's your answer.' "

Even as some women decline to come forward publicly, word of their stories is passed around. Lt. Gov. Timothy M. Kaine, a Democrat who wants to be governor, said he has talked privately with a number of women whose stories about sexual harassment suggest that a "significant problem" exists.

One woman told Kaine of a time she had worked very hard on a bill, which passed through committees and became law.

"She was very proud of her success, her abilities," Kaine said. "Then she got on the elevator, and a legislator started pawing all over her. 'Did I succeed because of my abilities' she thought, 'or did I succeed because this legislator wants to get into my pants?' "

Kaine has urged a sexual harassment policy covering lawmakers, aides, legislative employees and even lobbyists who work for private companies.

The Senate Rules Committee directed its lawyers to review and strengthen the Senate's harassment policy. Lawmakers say a new policy must ensure confidentiality and should require members to attend an annual orientation on sexual harassment.

In a survey of 40 states by the National Conference of State Legislatures in Denver, eight said they discussed sexual harassment during orientation in both chambers. Neither chamber in Virginia holds such an orientation, though Senate Clerk Susan Clarke Schaar said she had begun considering it before the Wilkins allegations.

"If you have an orientation session, then everyone is aware of the policy and the procedures," she said. "I think that's important."

Some lobbyists and lawmakers say they doubt whether a corporate model can work in the General Assembly. Complainers risk jeopardizing their ability to work a room, the key to success here.

"If you work for a private company, you can look for another job," said one female lobbyist. "If you want to stay in Virginia, you can't lobby anymore if you get a reputation as a troublemaker or a rat."

The lobbyist said she doubts she would complain, even if a male lawmaker thrust his hand up her blouse. She fears repercussions.

"The next time you're talking to a male legislator about a piece of legislation, is he thinking of the legislation or is he thinking . . . you might sue him. You give up your career if you become ineffective. No one is willing to risk that."

Christine Davis, a lobbyist in Richmond for 16 years, said the Wilkins case does not indicate a serious problem with sexual harassment in the capital. If anyone propositioned her, she said, she'd know just what to do.

"I have a great right knee. I haven't had to use it. But I would."

Staff writer Daniel LeDuc contributed to this report.

Sen. Janet D. Howell cites problems dating to when she was an aide.Claudia Tucker, Wilkins's chief of staff, said other lawmakers have much to answer for themselves.