Look at it this way: The No.1 horse still leads. The No.2 horse trails by a length, and the No.3 horse is drafting No.2.

That's how they stack up as General Motors Corp., Ford Motor Co. and DaimlerChrysler AG battle for dominance among the world's largest automakers. The Renault/Nissan combine can't be counted out, nor can Volkswagen AG and Toyota Motor Corp., both thoroughbreds with big ambitions.

Maybe that's why they call horseracing "The Sport of Kings." It takes powerful men to reach the winner's circle.

The old "Big Three" kings, however, have - or soon will - make way for the "princes" who, armed with plenty of cash to beef up their stables and considerable egos, are determined to bask in the winner's circle. The names of some of them were barely known in U.S. automotive circles 24 months ago. Now they're riding high in the saddle.

No matter how it turns out, it's unlikely GM anytime soon will relinquish the top spot in vehicle unit sales volume. But that doesn't mean GM will remain the leader in dollar revenues, the indicator most handicappers - including Fortune magazine - favor.

In GM's case, it's a race to keep revenues rising at a faster pace than its rivals. That daunting assignment now falls to President G. Richard (Rick) Wagoner Jr., 47, who in February was named chief operating officer - the guy who runs GM day-to-day. He takes over on June 1, succeeding John F. (Jack) Smith Jr., who turns 62 next month and remains chairman. Mr. Smith, credited with returning GM to financial vitality since rising to the top in 1992, is expected to retire by year's end. Mr. Wagoner, long a Jack Smith protege, becomes his likely successor in the chairman's office.

Despite his relative youth, Rick Wagoner is a 23-year GM veteran who rose quickly on the financial side and has held a series of high positions, so he's not a new commodity. He privately recoils when asked how important it is to remain No.1. He clearly thinks it's damned important, both from the standpoint of prestige and business considerations. Being first provides immense leverage in everything from dealing with banks and governments to suppliers and investors. GM has stood in first place since overtaking Ford for good in 1931.

Ford has a different story. Jac Nasser, 52, has been president since Jan. 1, 1999, the same day his even-younger boss, Chairman William Clay Ford Jr., 42, succeeded Alex Trotman. Mr. Trotman led Ford's globalization thrust before he retired, repeatedly - but vaguely - saying Ford one day would become the "premier" automaker. That doesn't really say No.1, but you get the idea. When Mr. Trotman walked out the door he collected nearly $70 million in salary, bonus stock options and other remuneration for his efforts.

Like Rick Wagoner, Mr. Nasser also is CEO. He's been with Ford since 1968, but was not well known Stateside until 1993 when he was elected a corporate vice president and Ford of Europe chairman.

During his 14 months as CEO he has cut a wide swath. Consider his 1999 acquisition of Sweden's AB Volvo, an awesome new-product parade, a penchant to hire executives from outside the company for key posts, and Ford's recent decision to provide all of its 350,000 employees with home computers.

But he also has problems: Ford has deep difficulties in Europe, where its market share is sliding, and in Brazil, where red ink continues to flow.

Perhaps the toughest, most ambitious leader among the "princes" (he's no Prince Charming) is Juergen E. Schremmp, 55, who in April takes over as sole chairman of DC AG. He was elected Daimler-Benz chairman in 1995. Robert J. Eaton, Chrysler's former chairman and DC AG co-chairman with Mr. Schremmp since its formation in November 1998, in late-January gave notice he's retiring March 31. He turned 60 in February.

Mr. Eaton originally said he'd stay on for up to three years, so it was no big surprise, and in any case Mr. Schrempp was decidedly the more "equal" of the two in what everyone now agrees was a Daimler-Benz takeover.

Mr. Eaton's departure leaves only a handful of carryover Chrysler executives still on board at DC, and only one of the original small team that shaped its rise to glory in the '90s: Thomas C. Gale, 56, executive vice president for product strategy and design of Chrysler-brand vehicles.

Thomas T. Stallkamp, 53, who moved up to Chrysler president before the merger and kept that title afterward, left DC at the end of 1999. Some say he was ousted, others say he simply couldn't see eye-to-eye with Stuttgart.

In any case, DC then named James P. Holden, 48, president for the Chrysler side. Although no newcomer, Mr. Holden was not widely known until assuming his new assignment. His background is in brand management, suggesting he was selected to move Chrysler-brand iron. Mr. Stallkamp made his mark as a purchasing innovator who worked closely with suppliers during Chrysler's heady turnaround. He's now vice chairman and CEO of MSX International, located not far from DC's U.S. headquarters (formerly Chrysler's) in Auburn Hills, MI.

Mr. Schremmp's shopping list for potential takeover targets still remains long because he, too, is bent on taking the No.1 position. DC is mentioned in nearly every report of a supposedly impending alliance.

It doesn't take a math whiz to figure out how the three front-runners for numero uno could change positions.

A merger here, an acquisition there could make all the difference, and spec-ulation remains hot involving every major automaker: Fiat SpA (DC is the current takeover favorite, although Ford and GM get mentions); Peugeot SA (still staunchly French, but giving hints it might entertain an alliance); BMW AG (every-one's favorite takeover candidate, but publicly sticking with its go-it-alone stance); Honda Motor Co. Ltd. (also vowing to remain independent); and bankrupt, heavily debt-ridden Daewoo Motor Corp. (which is up for bids, with GM, Ford and Hyundai Motor Co. the most ardent suitors).

Even if GM is shut out from the Daewoo action, it will take some doing to knock the world's largest corporation from its pinnacle - at least as measured by vehicle sales.

GM sold 8,786,000 cars and trucks last year, more than 1.5-million ahead of Ford's 7,220,000 total. DC's sales came in at 4,750,000 for fifth, based on unit sales. Toyota was third with an estimated 5.4 million worldwide sales (including its Daihatsu subsidiary). Fourth-place is VW, which sold 4,860,000 vehicles in '99. Renault and Nissan combined sold an estimated 4.7 million vehicles last year.

Where GM could slip is in dollar revenues, which itself would be a major blow to the folks on the 38th floor of its downtown Detroit World Headquarters.

GM generated $178.5 billion last year, still safely above Ford's $162.6 billion. DC hadn't reported '99 results at press time, but 1998 sales reached $154.6 billion and are certain to be higher when '99 results come in. No one else is even close in the dollar race.

Ford's revenues are bolstered by its strong position in light trucks with higher sticker prices. DC benefits from being the global luxury car leader (a million high-priced Mercedes-Benz vehicles sold in '99) and its high-value commercial vehicle volume, where it's also the world leader with 550,000 sales last year.

Bob Eaton will go down in automotive history as the genius who guided Chrysler to a product and profit renaissance following in the footsteps of Lee A. Iaccoca in 1992 - or as the guy who sold out to the Germans, lining his pockets with millions.

Only Mr. Eaton's accountant and the IRS know for sure what he's netted from the big merger, but in an August 1998 U.S. Securities and Exchange Commission (SEC) filing the math came out to around $69 million, or - coincidentally - about the same value as Mr. Trotman's final package. Some estimates put his final tally at over $100 million. Other Chrysler executives also pocketed big fortunes in the deal, giving them financial security to seek employment elsewhere. And, of course, many have.

During a press conference announcing his retirement, Mr. Eaton refused to elaborate on his compensation. He argued that the merger "didn't result in any additional compensation" than he would've gotten if Chrysler had remained independent. "It's simply options" and grants based on performance that he says he earned as Chrysler's chairman. Perhaps. The Daimler-Benz formula, however, removed all speculation about the future value of those options: He was to be paid in cash at a set value per share.

Those who know him well doubt that a big payoff alone motivated Mr. Eaton. Born in Colorado and raised in Kansas, he joined GM in 1963 and rose quickly in its engineering ranks. He guided development of GM's X-cars in the late 1970s, its first attempt at high-volume front-drive cars. The X-cars sold well but proved to be problem-plagued, so it's a chapter in his career he'd probably like to forget.

Still, his star was on the rise, and in 1988 he was sent to Zurich as GM of Europe president, succeeding Jack Smith. That's where he caught the eye of Lee Iacocca, who recruited him in 1991 as his heir-apparent.

Mr. Eaton more likely saw Chrysler mired as a mostly North American automaker, with little chance of breaking significantly into overseas markets on its own. If you're going to team up with someone else, why not D-B, which already had a global presence and a solid, non-overlapping product lineup?

As he prepared to exit, Mr. Eaton naturally painted a rosy picture of DC today. Although "cultural" differences between the two won't disappear soon, he says. "We're both learning. We think we'll be the No.1 auto company in the world (one day); we're on the way right now."

Mr. Eaton won't be around if or when that happens. He's not staying on DC's board of management because he doesn't want to "second guess" anyone, he says. He will, however, consider serving on corporate boards, but not take a fulltime job. Would he return to GM? "Heavens, no," he says, repeating a phrase he uses often.

"I've been working 70 hours a week as long as I can remember," says Mr. Eaton. Now he wants to relax, play some golf, fish and otherwise enjoy life. And, of course, he can afford to do whatever he pleases.