On a sunny winter afternoon, Warden Jeanne Woodford walked the grounds of San Quentin State Prison on the San Francisco Bay. The prison officers wore green-and-khaki uniforms and inmates were in faded blue work shirts and jeans or orange jumpsuits, but Woodford was fashionably dressed in an olive green wool skirt and cream V-neck sweater. Her auburn-and-gold hair was clipped short. There was a pair of diamonds in each ear, more diamonds on her fingers and a gold chain around her neck. Woodford, who is 50 years old and 5-foot-7, was, as usual, unarmed. She walked past throngs of prisoners, and though she was the first female warden in San Quentin's 152-year history, and all 5,600 inmates were male, there was not a catcall or whistle. Inmates greeted her, ''Good afternoon, ma'am,'' ''Godspeed, Mrs. Woodford'' and ''Yo, Miss Warden.''

The prison was bustling with purposeful activity. In the education building, inmates studied for their high-school equivalency examinations and college degrees. In factories, they learned to operate computer-controlled lathes, printing presses and milling machines. Two men pruned a Monterey Cypress tree in the chapel yard. Prisoners in a fathering course practiced reading Dr. Seuss to one another.

When Woodford walked through one of the prison's main corridors, she came upon a group of men who were heading back to their cells. She approached an inmate wearing a knit cap over ropy braids whom she recognized as a recent arrival and asked, ''How are you getting along?'' She looked closely at his face. ''How old are you, anyway?''

''Twenty-three, ma'am,'' he said, his eyes cast downward.

Woodford asked about his family, and as he mumbled the answers (''I got a wife at home, and one baby son''), she gazed at him with what appeared to be motherly concern. ''You are too young to be here, and your son needs you home,'' she said. ''I hope that you take advantage of your time here so that you won't be coming back.'' She added: ''Please let me know how things go. I'll check in on you.''

When she was out of earshot, he turned to an inmate. ''Who the -- ?''

''She?'' responded the longtime prisoner, indicating the warden's retreating figure. ''She is Jeannie Woodford. I been in every joint around, ain't never seen nothing like her.''

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Woodford is a warden of the old school -- not the really old school of her San Quentin forebears, who considered chaining prisoners in a dungeon useful therapy, but the one that attributed criminality to psychological and social forces and considered it a prison's job to address those factors. The ranks of wardens who believe that even felons convicted of unspeakable crimes can change for the better, given enough instruction, counseling and perhaps (at least in Woodford's case) maternal admonishing, have thinned in the last few decades. Most wardens strive only to control and house their share of the nation's growing prison population, which, in the last 20-odd years, has quadrupled, to 2.1 million people. In California, the word ''rehabilitation'' was expunged from the penal code's mission statement in 1976. Since then, prison officials have been exhorted to punish, and they have fulfilled that mandate in new, highly secure prisons, devoid of anything that could lead to accusations of pampering inmates.

Working within a system that has been plagued by corruption and violence, Woodford is accustomed to being judged a naïve, criminal-coddling do-gooder, and she doesn't seem to mind it. Her zeal for rehabilitation has a quasi-religious underpinning. ''For her, there are no irredeemable souls,'' said Barry Zack, director of Centerforce, an organization that provides services for prisoners and their families. This made it all the more astonishing when, last month, she was tapped to run the beleaguered California Department of Corrections by the state's Republican, tough-on-crime, tough-on-criminals governor, Arnold Schwarzenegger.

While, in the end, Woodford was won over by the challenge of carrying out reforms throughout the state, the scale of the job at first scared her. She worried that she could lose touch with the people in the system. She told me, ''I don't want to forget that this is about people -- about humanity.''

Saving money, not souls, is Schwarzenegger's main motivation for turning to Woodford to run the nation's largest state prison system, with 32 penitentiaries, 49,247 employees and 161,500 inmates. On average, it costs about $31,000 a year to care for each prisoner. Two-thirds of those who are released end up back in prison within 18 months, twice the national average. Only Utah has a worse record. Schwarzenegger, with a $14 billion deficit to contend with, reasons that Woodford's philosophy -- Same man, same result; changed man, changed result -- will mean more parolees staying on the straight-and-narrow, which translates into fewer bodies on the state dole.

The Department of Corrections doesn't track recidivism rates by prison, so there's no statistical evidence that San Quentin's prisoners adjust to life outside bars better than those from other state prisons, but a body of research shows that the more education and rehabilitation programs a prisoner goes through while incarcerated, the less likely it is that he will commit another crime. When they met before her appointment, Schwarzenegger grilled Woodford about San Quentin's unusual range of offerings and charged her with exporting them throughout the state. ''She addressed substance abuse, mental illness, lack of education and other factors that drive criminality,'' said Roderick Hickman, the governor's cabinet secretary overseeing corrections and now Woodford's boss. ''And she did it without cost to the state.'' She has also been untouched by the recent spate of scandals involving, among other things, prison officials who have been accused of trying to cover up violence provoked by prison officers. ''She brings credibility to an organization that sorely needs it,'' Hickman added. ''We have an integrity deficiency, and we need to fix it.''

With little money, Woodford created programs at San Quentin by relying almost entirely on nonprofit agencies and about 3,000 volunteers a month -- a number unsurpassed in any other U.S. prison. Volunteers conduct a gospel choir, lead group-therapy sessions, coach sports, instruct classes in art and comparative literature and teach ''positive parenting'' courses. The programs have been dismissed as an aberration -- made possible only because of San Quentin's location in, as Democratic State Senator Gloria Romero calls it, ''the People's Republic of San Francisco, an island of liberal support for the humane treatment of prisoners.''

It is indeed hard to imagine thousands of volunteers turning out in less populated and less liberal regions of the state to teach anger management to murderers. Woodford, however, plans to recruit them. ''Yes, the scale of what we were doing at San Quentin was unique,'' Woodford said. ''Honestly, many people in the department wanted to do the kinds of things we were doing, but it wasn't the right environment. There wasn't the support. Now there will be.'' Even if she succeeds in finding volunteers, however, she will have other challenges. She could be hamstrung if the state doesn't provide some new money for rehabilitation, and it's unlikely to. Most of San Quentin's long-term prisoners, even its 327 lifers, have good disciplinary records and thus may be more receptive to self-improvement. In her new position, however, she is also charged with the hardest cases, including those who have been sent to the state's most scandal-plagued, violent prisons like Pelican Bay. ''Anyone who thinks teaching knitting to felons can change them is naïve,'' said Ken Maddox, a police officer and now a Republican state assemblyman. ''These programs are folly. These people have told us that they can't live among us by virtue of their acts. Maybe the Lord comes down to speak to them on the road to Damascus. Short of that, nothing works.''

Set on a promontory on the former Bay of Skulls, San Quentin is a prison from old movies, a haphazard sprawl of crumbling buildings, including one that looks like a castle, complete with battlements. Behind six fortified gates, in this, the ultimate gated community, Woodford regularly sought out inmates. She cheered them at baseball games -- the San Quentin Giants play teams from throughout the Bay Area -- and stood by them when they received their G.E.D.'s or associate's degrees in the college program, one of a few remaining in any prison in the United States. During numerous visits to San Quentin, I heard many inmates tell stories about Woodford. One man -- tattooed on both arms and on his neck -- spoke on the condition of anonymity because he didn't want to be seen as ''some warden lover.'' At first, he said he was suspicious when Woodford sought him out in the yard after his wife died in a car accident last year. ''She told me how sorry she was, and asked, 'Is there anything I can do?' and her sincerity, I don't know, but I broke down,'' he said. ''The warden sat with me for a long, long time after that. Sometimes we talked, sometimes we just sat there. I wasn't a con, a felon, a no-good. We were just two people.''

Woodford grew up in rural Sonoma County, where her father was a rancher and her mother was a teacher. At Tomales High School she was a cheerleader and a member of Future Farmers of America. She enrolled in Sonoma State University, majoring in criminal justice. After graduation, Woodford wanted to work with juvenile offenders, but few jobs were available. San Quentin, at the time an all maximum-security institution, was recruiting, and in 1978, she was hired, becoming one of the prison's first female corrections officers to work in a cellblock.

With only cursory training with a baton and handgun, she was one of two officers assigned to cellblocks with as many as 500 felons. Violence -- inmate on inmate, guard on inmate -- was rampant. She drew on her upbringing and instinct, combining courtesy and firmness. ''I treated them all the only way I knew how, respectfully,'' Woodford said. She learned inmates' names, offered them advice and addressed their ''reasonable'' grievances. Woodford has faith in the power of these cordial, often intimate relationships with prisoners, which she illustrated one day by telling the story of how, in those early days, she stopped an inmate from attacking another officer. She drew her gun but didn't fire, calling out to the attacker, whom she knew. ''When he looked up at me, he almost seemed embarrassed by what he was doing,'' she said. It didn't seem that her war story was intended to show bravado, but to prove her guiding tenet that other than the truly incorrigible -- the sociopath or psychotic -- if you treat people as human beings, they respond accordingly. What she tellingly elided from the moral of the story was the message of her drawn pistol.

When she began work as a counselor in 1981, Woodford got to know inmates on a more personal level. ''You spend time with the men, read their files,'' she said. ''You watched your cases go out and come back, go out and come back, go out and come back. You felt for the children, and, yes, the men themselves. You wanted to do something different.''

She got her chance in 1999, when she was appointed acting warden and then, the following year, warden. She reinstated an inmate-run advisory council and expanded the college. She started experimental programs to reduce recidivism. One, Success Dorm, includes up to 200 inmates who attend three self-help groups a week and work on a community project inside the prison. The men chronicle their progress in journals and talk about it in discussion groups. It's a rigorous schedule that begins with a 4:30 a.m. wake-up call and continues until, on many nights, lights out at 10 p.m. A quarter of the prison's general population is in some kind of program -- more if you include sports -- but she wants all, excluding those on death row, to participate. Now, as the head of the Department of Corrections, she faces the daunting task of reaching more than 150,000 inmates. ''We are obliged -- obliged -- to do everything we can so that when they are released, they don't come back,'' Woodford said.

Many of her fellow officers were supportive when she was made warden, but some resented having a woman for a boss, and others were appalled by her relationships with inmates. Even now, a guard, who spoke on the condition that I would not use his name, confided, ''The hug-a-thug thing sickens me.'' In spite of the rancor of some officers, Woodford continued to spend time with inmates. Most, though not all, officers came around, partly because, as a former officer, she didn't shy away from cracking down. Rule violators were often sent to the so-called hole, and she locked down the cellblocks when there was violence or even a rumor of violence. ''She is smart and manipulative, and I mean that in the best sense,'' said Lt. R.W. Egan, a longtime San Quentin guard, referring to her treatment of corrections officers. ''She knows enough not to try to rule by force and fear, which wouldn't work here. A lack of enthusiasm of the part of C.O.'s would sabotage what she wants done. Instead, other than a few who will never change, she has made the officers feel as if we might be part of something important.''

On an overcast day, with the bay a misty green soup, San Quentin was on what is called ''fog line,'' when inmates are confined indoors because of the limited visibility. The incongruously named reception center, where inmates stay for a week or a few months while awaiting assignment to other prisons, was locked down because of a stabbing that occurred in the middle of the night. Woodford, who looked harried, cut our interview short because of a meeting with staff members who had been investigating the attack. Whereas violence was down in other parts of the prison under Woodford's watch, there were many stabbings and fights -- most race- or gang-related -- in the reception center.

Woodford may say she believes that all inmates should have access to programs, but she was pragmatic when it came to offering them. San Quentin's population has changed since she started as an officer. Most maximum-security inmates have been moved to new high-security prisons. The general population, about 1,800 men, is Level 2, which means that though they may be serving time for murder, they have records of good behavior in prison. There are 634 on death row, with an average of three more arriving each month. There are also as many as 3,600 men in the reception center. The revolving door of inmates there makes meaningful intervention difficult, she said, and many death-row inmates, though some take correspondence courses, are almost always confined to their cells. ''They sit on the row and they go out to the exercise yard, and that's about it,'' she said. In fact, some death-row inmates are allowed to go outside as little as 10 hours a week to exercise in small kennel-like pens. Some are confined to small cages during family visits after a stabbing in the open visitation room. A criminal investigator for condemned prisoners said that Woodford, ''though a hero in the rest of the prison, is loathed on death row because of her draconian crackdowns.''

Presiding over executions was a responsibility she accepted with resignation and, possibly, abhorrence. By state law, the warden of San Quentin must conduct all executions -- of both men and women -- in California. She won't discuss her personal view of the death penalty, but her husband, Eric Woodford, a parole-agent supervisor in Oakland, said that executions ''devastate her.'' She has carried out four. ''No, it doesn't get easier over time,'' he said. ''It gets harder.'' She told me, ''I am not anyone's judge, and I am not a judge of the system, but I have a duty to perform.''

There are those who see Woodford, who started her new job at the C.D.C. in late February (though she has yet to be confirmed by the State Senate), as too perfect -- a Hollywood-worthy portrayal of the kindhearted warden turning crusading administrator. For others, the lines are clearly drawn between the keepers and the kept, and inmates' praise for the warden is just part of a bigger game. ''Most of them say this warden is so great and kind, some angel,'' but they don't really mean it, a portly prisoner in an oversize sweatshirt told me on the condition I wouldn't use his name because he feared for his safety. ''They say it to impress the parole board.''

When the man left, however, a younger man, Stone Harrison, incarcerated since he was 17, approached me and, in a quiet voice, said: ''I heard what that man just said to you, and I disagree. I been in pens for 16 years, and I have never had a warden come up to me to ask how I am getting along, and whether I had ideas about how I might want to better spend my time; never had a warden get involved in my story; never had one encourage me.''

It is indeed tempting to dismiss such talk, because inmates have a strong motivation to curry favor with their warden. While they are inside, there is no escaping the fact that though she may be genuinely concerned about them, she is their keeper. She may be a kindly, matriarchal figure, but she holds the keys in the way, as an officer, she once held a pistol.

But even ex-cons and inmates who talked to me off the record spoke effusively of her. Most of the inmates I talked to, many of whom have been in other California prisons, said they were lucky to be at San Quentin, given the alternatives. Since they learned of her appointment, San Quentin inmates have been nervous, particularly since no replacement has been announced. Clearly, she left her mark on them. And if, when they are released, they are able to stay out of prison, it might just be because Woodford's nudging and encouragement (not to mention her programs) got through to them.

One of the many stories I heard about Woodford came from Harold Atkins, paroled from San Quentin in 1999. He was nearly transferred from the prison after serving three years of a six-year sentence, because, he said, he was in disfavor with an officer. Woodford was informed about the transfer and had Atkins escorted off the bus minutes before it left. ''I was being shipped off to Corcoran,'' Atkins said. He had reason to fear the move to a prison that is reserved for the state's most violent felons. ''Why would she bother? Blue suits'' -- inmates in blue prison uniforms -- ''are lined up, a hundred new ones coming in every day. One was already in my bunk.'' Allowed to finish out his term at San Quentin, he enrolled in Woodford's college and worked toward an Associate of Arts degree. He has since returned to his childhood neighborhood in East Palo Alto, where a gun battle first landed him in prison for attempted murder. ''I owe her my new chance in the world,'' Atkins said. He now works on AIDS prevention and as a counselor of at-risk youth, skills he learned while at San Quentin.