Research at two Federal institutions for women suggests that a facility's culture is developed within 12 to 24 months of its initial operation, and that the culture of an institution for women is fundamentally different from that of a men's institution. Shaping a prison's culture means designing its patterns of interaction and ways of accomplishing tasks that are passed from one generation to the next. Leadership in prisons includes responsibility to plan the institution's financial and programmatic future as well as establishing the basis for its organizational culture. Accomplishing all this in brand new women's prisons housing a much expanded female inmate population reveals a new set of managerial issues. This article focuses on some of the managerial issues in establishing two new Federal prisons for female inmates: the Federal Prison Camp, Pekin, IL, and the Federal Multi-Security Prison and Hospital Complex for Female Offenders, Carswell, TX. Table, references