MASTERMIND MIKE SHANAHAN SEES ALL, HEARS ALL AND SEEMS TO KNOW ALL-- WHICH MAY EXPLAIN WHY HIS BRONCOS ARE PLAYING BRILLIANTLY

At exactly nine o'clock last Saturday night at an Englewood,
Colo., hotel, Mike Shanahan rose from his perch in a darkened
room overlooking two Denver Broncos meetings and prepared to
give his players their last major speech before they faced the
Carolina Panthers the next day. He had spent the previous half
hour privately viewing simultaneous meetings of the Broncos'
offense and defense--with audio piped through the speakers in
his observatory by way of an elaborate sound system. Now the
NFL's most thorough head coach walked downstairs to join his
entire squad and to speak about special teams. "It's been a long
time since we've had a breakout game in that area," Shanahan
told his players. "This is the week we've got to put a total
game together."

Four days earlier, in a meeting at the Broncos' practice
facility in Englewood, Shanahan had challenged his defense,
saying of the Panthers, "They're going to try to run the ball
right down our throats, I guarantee you that. It's got to be a
coming-out party for our defense."

Shanahan issued no such challenge to his offense, despite the
Panthers' zone-blitzing scheme and its potential for wreaking
havoc. When you have a future Hall of Fame quarterback (John
Elway), a burgeoning-superstar halfback (Terrell Davis) and
perhaps the most innovative offensive mind since Bill Walsh's,
why get overly concerned about a few 300-pound defensive linemen
dropping into coverage? As Shanahan said shortly before emerging
from the darkness to deliver his Saturday night address, "Our
goal is always to score over 30. If we play to our capabilities,
we can move the ball on anybody."

Asked which offensive player he thought might have a big game
against the Panthers, Shanahan said, "If things unfold the way
we expect them to, Shannon Sharpe will come up huge."

What took place the following afternoon at Mile High Stadium
made Shanahan look psychic. The Broncos (9-1), who share the
league's best record with the San Francisco 49ers, jumped to a
14-0 lead on a pair of punt returns for touchdowns by Darrien
Gordon--one of Shanahan's key off-season acquisitions--and
rolled to a 34-0 victory. The Denver defense shut down Carolina
and forced four turnovers, including strong safety Tyrone
Braxton's 27-yard interception return for a touchdown. Though
the offense produced only 13 points, the Broncos neutralized the
Panthers' blitzes and moved the ball expertly, with Sharpe,
their All-Pro tight end, catching eight passes for 174 yards.

By the time the snowy afternoon had ended and darkness was
descending upon Mile High, Shanahan seemed capable of predicting
anything: from Sandra Bullock's next love interest to the onset
of El Nino. In a league in which coaches such as the Jets' Bill
Parcells, the Dolphins' Jimmy Johnson and the Packers' Mike
Holmgren seem to will their teams to greater heights through the
force of their personalities, it may be that Shanahan, a
cherub-faced, 5'10", 180-pound former small-college quarterback,
has quietly emerged as the most powerful presence in his
profession.

Walsh, the Hall of Fame coach who built the 49ers into a
dynasty, calls Shanahan "one of the four or five best men in
football." Elway says Shanahan is the No. 1 coach in the NFL,
and numerous players on other teams--some of whom have met
Shanahan only in passing--concur. "The word is out around the
league," says Broncos defensive end Neil Smith, a five-time Pro
Bowl performer for the Kansas City Chiefs who signed with Denver
in the off-season. Shanahan is not only a shrewd strategist but
also a demanding yet fair boss who lets his assistants coach and
his players live, breathe and smile. As Broncos defensive
lineman Mike Lodish, an eight-year veteran who spent his first
five seasons with the Buffalo Bills, says, "He treats you like a
man, until you need to be treated like a boy."

Shanahan, 45, has grown into his role as Denver's coach and
personnel honcho. Ten years ago Raiders owner Al Davis hired
Shanahan away from the Broncos, where he was a hotshot offensive
coordinator, and made him the league's youngest head coach. The
two mixed like filet mignon and Velveeta. Shanahan says he was
"totally unprepared" to deal with the overbearing Davis, and
their relationship was chilly from the outset. Shanahan went 7-9
in 1988 and was fired after a 1-3 start the following season,
the first of two major career setbacks that sullied his
reputation. Following the 1991 season, Shanahan, who had
returned to the Broncos in '89 as quarterbacks coach, was
dismissed by then Denver coach Dan Reeves, who accused Shanahan
of going behind his back to plot strategy with Elway.

Though he felt wronged on both occasions, Shanahan kept a low
profile, resurrecting his career as the 49ers' offensive
coordinator from 1992 to '94. He figured that his name would be
cleared with the passage of time, and judging by the numbers, it
has been. Davis's Raiders are 3-7 and headed for their fourth
consecutive nonplayoff season; they have had three coaches
during that span. Reeves, fired by the New York Giants after
last season, coaches the 2-8 Atlanta Falcons. Meanwhile
Shanahan's Broncos have won 23 of their last 28 games, with only
a shocking 30-27 loss to the Jacksonville Jaguars in an AFC
divisional playoff game last January marring their run of
excellence.

Inside the Broncos' organization Shanahan is revered, in no
small part because he listens. Shortly after the Broncos
finished 8-8 in '95, Shanahan's first season, he met with each
player to solicit input. Guard Mark Schlereth, who had won a
Super Bowl with the Washington Redskins following the '91
season, spoke glowingly of how his former coach, Joe Gibbs,
fostered camaraderie and occasionally rewarded players by giving
them an extra day off after victories. Shanahan responded by
hosting a barbecue for players and their families at his house
the following summer--a popular event he repeated in August--and
by allowing players the luxury of coming to the facility on
their own time for film sessions and workouts on the Mondays
following a victory. "He's a players' coach," Terrell Davis
says. "He doesn't feel a need to bark at you. He's
straightforward, and he treats his players with respect. In
return, he wants you to play hard for him. What else can you ask
for?"

Shanahan's most obvious strength is his attention to detail.
Virtually every minute of his week is scheduled, and meeting
times are as dependable as Big Ben. But unlike many of his
hyperintense NFL counterparts, his ferocious drive was channeled
into coaching only after a freak accident ended his playing
career.

A star high school quarterback in suburban Chicago, Shanahan
earned a scholarship to Eastern Illinois. During the spring game
of his junior year, Shanahan was tackled hard while running an
option play but completed the scrimmage. In the locker room
afterward Shanahan urinated blood, then returned to his
apartment and began vomiting profusely. He went to the hospital
only after one of his roommates called an ambulance, but doctors
couldn't determine what was wrong. After Shanahan lost
consciousness, emergency surgery was performed, and doctors
discovered that one of his kidneys had been split open and had
to be removed. "My heart stopped beating for more than 30
seconds," says Shanahan. "A priest read me my last rites. My dad
got to the hospital as the priest was walking out."

After spending five days in intensive care, Shanahan was told to
avoid strenuous activity. "A few days later he was lifting
weights," recalls Denver receivers coach Mike Heimerdinger, who
was one of Shanahan's roommates at the time. "Then he was
playing handball. About two weeks after the surgery, we took him
river rafting."

"That's Mike," says Shanahan's wife, Peggy. "He loves to live
dangerously." Pressed for further examples, she cites a trip to
Mexico in which Mike went bungee jumping with their two
children, Kyle, now 17, and Krystal, now 14. A few years ago, on
a trip to Jamaica, Shanahan jumped from a 60-foot cliff into the
Caribbean. His tendency to live dangerously was evident in
Sunday's game. Four times in the first half the Broncos faced
fourth-and-one, and Shanahan went for it on all four
occasions--even though the first two tries were unsuccessful. "I
figured if we couldn't make a yard, we didn't deserve to have
the ball," he said later.

Shanahan loves to create challenges. He and Broncos owner Pat
Bowlen, the man who gave Shanahan a seven-year, $8.5 million
contract following the 49ers' Super Bowl victory in January
1995, have a sizable wager on whether Shanahan can run a
five-minute mile before next May. (He's in the 5:45 range now.)
While with San Francisco, Shanahan prodded his offensive players
to reach record-setting plateaus, and they responded with the
most productive three-year statistical averages--including total
offense and scoring--in NFL history. "I remember him coming down
to our Wednesday-morning meetings with a gleam in his eye,
talking about the defensive coordinator we were going to face,"
Niners quarterback Steve Young recalls. "He'd say, This guy is
going to do this, and we're going to gash him this way. It was
like the battle was personal."

Peggy says she has seen her husband cry only once--when, while
coaching the Raiders, he was awakened by a late-night phone call
informing him that one of his players, safety Stacey Toran, had
died in a car accident. But Shanahan's hard edge is tempered by
a knack for getting along with people, whether they're corporate
schmoozers, autograph seekers or employees.

Two weeks ago Shanahan called veteran defensive tackle Michael
Dean Perry into his office and told him, "You're not getting it
done anymore. If our young guys keep producing, I'm going to
have to release you." That hasn't happened, but Shanahan
couldn't have been more direct in discussing the future of a
player who hasn't seen action in the past two weeks.

"To me the bottom line is that people trust you," says Shanahan.
"They might not like what you have to say, but if you're honest
and treat them like men, I think they respect you."

Integrity is paramount to Shanahan. When Bowlen didn't renew
Reeves's contract following the '92 season, he offered the job
to Shanahan, who stunned the owner by turning it down. "Things
had gotten so bad with me and Dan the previous year, and
everyone thought I was after his job," Shanahan says. "I didn't
want to be the a------ who took Dan's job. It just didn't feel
right."

Similarly, in the aftermath of the Niners' Super Bowl victory,
San Francisco president Carmen Policy crafted a plan in which
Shanahan would be anointed the successor to George Seifert, who
would coach for one or two more years. "George was urging me to
do it," Shanahan says, "but it would have been horrible. I
didn't want to be the guy who pushed him out."

Shanahan has been adaptable throughout his career, assimilating
the positive qualities of various employers: Barry Switzer, for
whom he served as a graduate assistant at Oklahoma in the
mid-'70s (bluntness, people skills); former Florida coach
Charley Pell, his boss from 1980 to '83 (organizational skills);
and Seifert (the ability to sublimate his ego for the good of
the team). Though he and Al Davis are bitter enemies, Shanahan
lauds the Raiders' managing general partner for "leaving no
stone unturned in his preparation"--something virtually everyone
in the Broncos' organization cites as one of Shanahan's strengths.

Name an aspect of Denver's operation--strategy, personnel,
salary-cap management, meals on airlines--and Shanahan's hands
are all over it. He studies as many as 70 videocassettes of each
week's opponent and tapes every Broncos meeting, even though he
watches some of them live in his office on closed-circuit
television. For every team he has a list of salaries, enabling
him to scan for potential salary-cap victims who might be
available down the road.

Still, Shanahan derives his greatest edge from his understanding
of the game. At various stops in his career he has been exposed
to the wishbone, the run-and-shoot and the West Coast offense.
He has modified the last of those schemes to allow for Elway's
abilities (through the shotgun) and for a power running attack.
"But he also has a great grasp of defensive theory," says Denver
defensive coordinator Greg Robinson. "Few people in football
have the perspective he has."

Just ask the Panthers, who managed only seven first downs and
147 yards on Sunday and fell victim to the Broncos'
defensive-line stunts throughout the second half. Offensively,
Shanahan provided a blueprint of How to Neutralize the Zone
Blitz. Leaning heavily on a seldom-used protection package known
as 2-Jet, which calls for a second tight end, Dwayne Carswell,
to serve as an extra blocker against blitzing linebackers and
defensive backs, Shanahan crafted a game plan that afforded
Elway time to take seven-step drops and still find Sharpe, who
was often left in man-to-man coverage. The Broncos also attacked
Carolina with basic running plays for Davis (21 carries, 104
yards), many of which went against Denver's tendencies and
helped set up play-action passes.

Shanahan was fine-tuning the game plan last Saturday night when
Bill Harpole, the Broncos' director of operations, was summoned
to the unlit observatory. Shanahan wanted the Evander
Holyfield-Michael Moorer fight shown on a nearby big-screen
television so he and the players could watch it while eating
their late-night snack. "We've got five cable-company guys
working on it," Harpole said. (The problem ultimately was solved
when a 580-foot cable was strung from the hotel lobby to the
projection screen, a development that earned Harpole a high five
from Shanahan.)

Later Shanahan went back to eavesdropping on the offensive and
defensive meetings. "Most of the players know about this room
now," he said, "but at first, no one knew I was up here. I'd
hear them say things about me--how they didn't like something I
did at practice, or how I was bugging them in some way. So I'd
file it away, and later I'd approach those people and say, 'So,
you didn't like what we did in practice?' They'd get an amazed
look on their face, and I'd just smile and walk away. They'd
wonder, How the hell did he know?"

On Sunday the Panthers' players and coaches were asking
themselves the same question.

COLOR PHOTO: ERIC LARS BAKKE Shanahan delivered final words of wisdom before sending his team out to play Carolina on Sunday. [Mike Shanahan speaking to Denver Broncos players in locker room]

COLOR PHOTO: PETER READ MILLER Gordon's two punt returns for touchdowns gave Denver a 14-0 lead and made Shanahan look clairvoyant. [Darrien Gordon carrying football in game]

TWO COLOR PHOTOS: ERIC LARS BAKKE (2) Shanahan brought smiles to the crowd in the locker room with a game ball for Gordon (below). [Mike Shanahan holding up football in locker room; Darrien Gordon catching football in locker room]