Before becoming secretary of state, Condoleezza Rice studied the various ways her predecessors managed Foggy Bottom. She concluded she did not want to be barricaded by a palace guard on the seventh floor of the State Department -- but she also decided she did not want to let the building run her, aides said.

So she identified a few key priorities that she believes will define her tenure as secretary, such as promotion of democracy. And then she put together an inner circle that draws heavily on longtime personal connections to her and one another.

The result is a powerful and focused group of aides -- and some grumbling in parts of the building that have felt their priorities ignored or played down.

As in any bureaucracy, attendance at key meetings helps determine the proximity to power. Rice has cut down on the sprawling daily senior-staff meetings held by her predecessor, Colin L. Powell.

When Rice is not traveling around the world, she meets every weekday at 8 a.m. with members of her inner circle and a few other aides for half an hour to map out her day. Then, she meets with her assistant secretaries and undersecretaries (Mondays, Wednesdays and Fridays) to hear reports on key events or undersecretaries only (Tuesdays and Thursdays) to plot strategy.

Unlike Powell, Rice does not use e-mail, preferring instead a series of face-to-face meetings or phone conversations with assistant secretaries and other top officials throughout the day. Between 6:30 and 7:00 p.m., she meets again with her inner circle to review the day's events and plan the following day.

This group knows how to keep a secret. Furious that leaks had forced her to cancel a planned trip to Iraq, Rice at first told only two key aides in the State Department -- Chief of Staff Brian Gunderson and senior adviser Jim Wilkinson -- that she had decided to try again. The information was slowly expanded to other members of the inner circle, and so fewer than a dozen State Department officials knew she was headed to Iraq again when her plane took off.

Many of Rice's inner circle have worked together in the past. Gunderson and Wilkinson both served in the office of former House majority leader Richard K. Armey (R-Tex.). Before joining State, Gunderson was chief of staff to then-U.S. Trade Representative Robert B. Zoellick, now deputy secretary of state.

Wilkinson and legal adviser John Bellinger, as well as new spokesman Sean McCormack, Assistant Secretary for European and Eurasian Affairs Daniel Fried, Undersecretary for Arms Control Robert Joseph and longtime aide Laura E. "Liz" Lineberry, worked with Rice at the National Security Council in President Bush's first term. Counselor Philip D. Zelikow and Undersecretary for Political Affairs R. Nicholas Burns worked with Rice on the NSC staff of Bush's father.

Here are sketches of some of the key players. All attend the morning meeting and, with the exception of R. Steve Beecroft, the evening meeting. The circle should widen as more key appointments are confirmed by the Senate. Besides McCormack, a foreign service officer, other potential players include Karen Hughes as undersecretary for public diplomacy and Henrietta Holsman Fore as undersecretary for management.

* Robert B. Zoellick, 51, deputy secretary, has emerged as an unusually influential deputy to Rice. As U.S. trade representative in Bush's first term, Zoellick demonstrated well-honed negotiating skills as he completed a series of free-trade agreements. He travels as much as Rice, and plays a key role in developing and implementing policy in such hot spots as China, Iraq and Sudan.

A protege of former secretary of state James A. Baker III, Zoellick served with Baker in both Treasury and State during the Reagan administration and the presidency of Bush's father.

* Philip D. Zelikow, 50, counselor, is tasked by Rice to confront major foreign policy issues and conduct special international negotiations. Zelikow, a University of Virginia professor, is a longtime Rice associate who co-wrote a book with Rice about the tumultuous period of German reunification during the presidency of George H.W. Bush.

Zelikow was executive director of the Sept. 11 Commission, which gave Rice some of her most uncomfortable moments of the first term. As executive director, he was widely considered by the staff to be smart, tireless, arrogant and at times abrasive. He has played a vital role in crafting the State Department strategy to sell F-16 fighter jets to Pakistan while building a relationship with India. Zelikow's approach appears to have worked, though some people in lower-level bureaus felt left out.

* Brian Gunderson, 43, chief of staff, spends a great deal of time on legislative affairs, drawing on his Capitol Hill experience. Gunderson is at Rice's side when she has breakfast with members of Congress, and he spearheaded State's strategy for the contentious nomination of John R. Bolton to be ambassador to the United Nations. Gunderson also focuses on personnel issues, including helping to select ambassadors.

* Jim Wilkinson, 34, senior adviser, specializes in strategic planning and policy communications. Wilkinson, previously deputy national security adviser in the White House, oversees Rice's schedule in Washington, her travel overseas, speechwriting and the selling of foreign policy decisions. He has proved to be critical to Rice's style and media-savvy during her early tenure at State, though his aggressiveness has rubbed some department denizens the wrong way. On Rice's first overseas trip, reporters gave him a figurine of a Whirling Dervish in joking admiration of his constant presence.

* R. Nicholas Burns, 49, undersecretary of state for political affairs, the number three position, oversees the regional bureaus, which constitute the political heart of the department. A career foreign service officer, Burns became close to Rice when he was her deputy as they worked on policy toward the Soviet Union in George H.W. Bush's White House. He also was a key aide on Russia and other parts of the former Soviet Union to President Bill Clinton and the spokesman for former secretaries of state Warren M. Christopher and Madeleine Albright. Burns was ambassador to NATO in Bush's first term.

* John Bellinger, 45, legal adviser, was Rice's chief legal adviser at the NSC and co-managed her transition team. He also prepared Rice and Bolton for their confirmation hearings. Bellinger turned down an offer of an office on the prestigious seventh floor, preferring to stay with the legal team on the sixth floor.

* Stephen D. Krasner, 62, director of policy planning. This was once one of the most powerful positions at State, and Rice has tasked her former Stanford University colleague to beef it up and bolster its impact on policy decisions. He is focused on Rice's interest in expanding democracy across the Middle East.

* R. Steve Beecroft, 46, executive assistant, is a career foreign service officer who speaks Arabic and is the one holdover from the Powell era. Beecroft manages the paper flow into Rice's office, a critical position that is reserved for rising stars in the State Department.

Philip D. Zelikow, counselor Brian Gunderson, chief of staff Jim Wilkinson, senior adviserJohn Bellinger,

legal adviser