JEFFERSON CITY -- In 1985, Mel Carnahan watched John Ashcroft take the oath of office as governor, content that his life as an elected official was over and looking forward to practicing law in his home town of Rolla.

Now eight years later, Mel Carnahan is on the verge of standing where Ashcroft did.

At noon Monday, Carnahan will stand in front of the Missouri State Capitol and receive the oath from Appeals Court Judge Don Kennedy to become Missouri's 49th governor.

Carnahan, who in 1984 passed up an almost certain re-election bid for state treasurer to make an unsuccessful run for the Democratic nomination for governor, admits to reflecting on fate and how it brought him back to the governor's office.

But the governor-elect has been less concerned with how he got here as with trying to place a new administration that will move Missouri the direction he promised during a long campaign.

"It's a wonderful privilege and a wonderful problem," Carnahan said Thursday from the lieutenant governor's office.

"I have the opportunity to use the powers of governor to move this state in the right direction and make some very material improvements in how we do Missouri state government and how we deliver services."

Carnahan has been laying the groundwork to become governor for four years, since winning the lieutenant governor's position in 1988.

Democratic Party leaders encouraged him to run because the party lacked a strong candidate for the post. Had others said yes, he likely would be spending inauguration day a private citizen.

After his losing bid for governor in 1984, Carnahan had to overcome a "nice-guy" image not tough or diligent enough to win the state's highest office. He took an entirely different approach in his 1992 race.

Asked to compare himself with the Mel Carnahan of 1984, he replied: "I am probably tougher, and also frankly, I worked at it harder. I outworked my opponents.

"There are other things that happened in the campaign, but both by myself and by the staff that was assembled, we did outwork them. This was not handed to us."

Since winning the general election over Attorney General William Webster, Carnahan has continued his pace without reprieve.

"I predicted I would work the hardest I have ever worked in my life, and it certainly is true," he said. "It sometimes even outdoes the campaign schedule."

Carnahan admits the workload and responsibility is formidable, but says he's well prepared to meet the challenge. One of the things that did surprise Carnahan was how quickly people viewed him as governor.

"Politically, I was governor immediately after this election," he said. "I had heard that, but I have still been surprised by the extent to which that is true."

The most tangible reminder of Carnahan's elevation has been the security detail that has followed him during all waking hours since election night.

Ashcroft was criticized as someone who didn't work will with the Legislature. But with both houses controlled by Democrats, Carnahan thinks he's developed a good relationship with Senate President James Mathewson and House Speaker Bob Griffin that will assure harmony.

Carnahan, who served in the House from 1963-66, plans to devote a great deal of attention to the legislative process.

"It will be very dominant particularly during the first session but during each session because that is where we can insure a cooperative effort and that's where our extra opportunity is," he said.

Every governor has some opportunity to try to cultivate cooperation with the legislature.

But Carnahan sees his opportunity as unique because of the relationship he enjoys with Senate and House leaders.

"I have as friendly a relationship with the members of the leadership as any governor has had since Warren Hearnes was elected," he said. "That is a fact that isn't very important unless we do something with it, and I think the opportunity is that we can accomplish more and do more positive things for this state."

Carnahan is critical of past governors who have acted as outsiders rather than as the leader of the state government team.

"I want to have a good performance as governor as anyone would," he said. "I have a very keen sense the only way that is going to happen is through the action of the legislature to some degree, and to an even greater degree, the performance of state employees in various departments.

"If there is a big division between the governor and troops he is supposed to be leading, you can't expect very effective program performance. I think the governor has to assume the role of motivator, leader and sometimes the spokesman for the core of state employees."

One of the most difficult things about assuming the governor's office is dealing with the thousands of job seekers and those who want to direct how the governor's office is run.

Carnahan said, "There are far, far fewer patronage jobs than in the past. Those that rely heavily on that are probably going to be disappointed."

The governor-elect said he'll focus on the state's best interests and try to place the best people possible into jobs.

"This is one of those things you know is coming and the only thing I can vow to do is as we make changes in some of the appointments, that we be sure we keep a very high service requirement," he said. "We as a public ought to at least get some good out of an election where there is change, and not just change for change itself, but some new vigor, new initiative, and hopefully some better service."

Making independent decisions is something Carnahan thinks he's been well prepared for. His father, the late A.S.J. Carnahan, served in Congress for 14 years and was named by President Kennedy as the first U.S. ambassador to Sierra Leone, Africa. From his father, Carnahan developed his desire and foundation for public service.

Asked what words of advice his father would give him on becoming governor, Carnahan said: "I think he would have advised me to use my preparation, my experience and make my own decisions and be my own person.

"He had wonderful independence to do what he thought was right and he prized it."

During the campaign, Carnahan said a common theme expressed by voters was that government had lost touch with its constituents.

"I learned they feel awfully separated from their government, not only in Washington, but also in Jefferson City," he said.

To help address that, Carnahan held meetings around the state seeking input on issues, both during the campaign and during the transition. He also has had eight advisory groups to help him with policy for improving state government.

"They liked coming in and helped, and frankly, some of our very best suggestions of people and policy have come from people who were not part of my campaign, but because I asked them and they sat down and thought and gave me the benefit of their thoughts either personally, by letter or by attending meetings," said Carnahan. "It was a kind of lesson to me - reach out and give people an opportunity to help and they will make things better."

He has said he'll made education his top priority as governor. To illustrate that commitment, Carnahan said the first meeting he'll attend after the inauguration will be a reception is his office for about 75 elementary school children. The students will be selected by superintendents from around the state.

"We want to have a message for them, and they are a reminder for me of who we are working for and what we have to do," said Carnahan.

When he becomes governor Monday, Carnahan believes his background, transition work and solid staff will enable him to hit the ground running. He rejects the "100 day test" that is often applied to public officials to measure initial performance.

"I'd like to have the first year, because I will have been able to define both myself and have an opportunity to make substantial impact on policy," he said.