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When Geraldine Laybourne resigned from a top job at Disney two years ago to start Oxygen Media, she left behind a bulging salary package and the prestige of being one of the most powerful women in television.

Not even the high risk of failing could stop Laybourne from leaving the Disney empire to launch Oxygen, a female-focused cable TV network featuring Oprah Winfrey and Candice Bergen that debuts this week in a few markets (in Tampa Bay, it is not yet available on Time Warner, but GTE americast will start carrying it March 1).

"Michael Eisner could not believe I could walk away from those stock options," said Laybourne, 52, sitting in her low-budget office at Oxygen's headquarters, a former Nabisco factory above Manhattan's Chelsea Market. "I was burning to do this."

In the face of tough competition and limited cable space, Laybourne _ who changed the look of children's television as the architect of Nickelodeon _ wants to rethink women's television. To do that, she's planning original shows aimed at modern, take-charge women who are interested in everything from relationships to health to finance to style.

Laybourne is banking on breaking out with shows like Pure Oxygen, a Monday through Friday, 8 to 10 p.m. issues-oriented talk show.

X-Chromosome, the first animated series for women, airs weekends on Oxygen, and ka-Ching will tackle financial issues from a woman's point of view. Monday through Thursday nights, ex-Murphy Brown star Bergen will talk up an eclectic group of guests, from Secretary of State Madeleine Albright to rocker Grace Slick, on Exhale With Candice Bergen.

Even with such TV icons and unconventional female fare, Laybourne faces hurdles worthy of Family Double Dare, the obstacle course game show hit she backed at Nickelodeon.

Laybourne is going it alone at a time when most cable networks are started by media giants that use their clout to lock in slots on the crowded cable dial.

For now, Laybourne's channel will be seen in just 10-million homes, though her Web site, http://www.oxygen.com, is available wherever there's a computer.

Laybourne says women are underserved on television, but she faces heavy girl power from Lifetime, the cable TV giant jointly owned by Disney and Hearst that is seen in 75-million homes. It has locked in female viewers with a mix of damsel-in-distress movies, Golden Girls reruns and original shows.

"We're No. 1 with women 18 to 49," said Carole Black, Lifetime's CEO. "All of these women can't be mistaken."

Laybourne is taking a big risk by betting hundreds of millions of dollars on so-called convergence, the notion that a combination of TV viewing and Net surfing is the future of entertainment. Oxygen will feature a stripe at the bottom of its screen urging viewers to log on to Oxygen.com.

"At all times, we encourage you to interact," Laybourne said.

Snuggling up to women is just what Laybourne was determined to do after a frustrating two-year stint as cable TV chief for Disney, which dropped plans to create a 24-hour news network and failed to back her efforts to launch an educational channel for kids.

The former schoolteacher, whose mother was a radio soap opera star and father was a stockbroker, decided she could transform women's television, just as she had altered the children's TV landscape by backing shows with a kid's point of view for Nickelodeon.

"When we started out with Nickelodeon, kids told us they liked Starsky and Hutch _ they didn't know what they were missing," said Laybourne, who had her own two kids try out Family Double Dare stunts in the basement of her home. She is married to filmmaker and Oxygen executive Kit Laybourne.

Within months of setting out on her own, Laybourne signed on all-star independent TV producers Marcy Carsey, Tom Werner and Caryn Mandabach, the creators of megahits Roseanne and Cosby, who are responsible for programming Oxygen.

She got her biggest boost when the queen of television, Winfrey, not only invested in Oxygen but agreed to host a Sunday night talk show as well as "Oprah Goes Online," which will chronicle her adventures on the Internet.

Laybourne is backed with $400-million from the top shelf of the business world, including America Online, Microsoft co-founder Paul Allen's Vulcan Ventures and French luxury goods maker LVMH.

The high-profile investors also raise the stakes for Laybourne.

"Do you think she wants to lose these people's money?" asked one of her biggest supporters, Leo Hindery, the former CEO of AT&T's cable TV division, who breathed life into Oxygen by agreeing to put it in 3-million homes with AT&T cable. "This is a very risky thing, it takes a lot of courage. She didn't do it for the money. She did it for the legacy."

Laybourne's drive can be traced to her childhood in the rural New Jersey town of Martinsville, in a home always filled with frenetic activity.

A serious child _ one of her hobbies was filing brochures from foreign embassies _ Laybourne served as the family treasurer, setting up bank accounts for her sisters. "I was a big nerd sandwiched between a beautiful older sister and a brilliant and charismatic younger sister."

She likes to recount how, at age 6, she built a backyard fort stick by stick, working into the night with a flashlight.

"I was still fixing it at 10 o'clock; I stuck to it," she recalls. "My father looked at me and said, "God save the world.' "

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