(Repeats to widen distribution)
* Defense chief sought to remove barriers for women, gays
* Son of Italian immigrants brought 'fiery energy' to job -Dempsey
* Flamboyant opponent of "meat ax" budget cuts
By David Alexander
WASHINGTON, Feb 14 (Reuters) - On his last trip abroad as U.S. defense secretary, Leon Panetta was asked what he thought of "Zero Dark Thirty," the movie about the intense manhunt and daring raid that killed al Qaeda leader Osama bin Laden.
"You know what," chuckled Panetta, who as CIA director oversaw the raid two years ago. "I lived it. It's a great movie, but I lived it."
As he heads home to California, the 74-year-old Panetta will inevitably be remembered more as the CIA director who got bin Laden than as the Pentagon chief who oversaw shrinking defense budgets and the winding down of the Afghanistan war.
But military officials and analysts say Panetta, who had decades of public service but just 19 months as defense secretary, also left a mark on the Pentagon.
He removed barriers to women in direct combat jobs, which had limited their ability to reach the highest ranks. And he oversaw the lifting of the ban on gays serving openly in the military.
Panetta helped fashion a U.S. defense strategy for the post-9/11 era and won military chiefs' support for $487 billion in cuts to defense spending, all while maintaining a sense of collegiality and consensus, officials said.
Senate Republicans, who verbally browbeat Panetta's likely successor, Chuck Hagel, at his confirmation hearing, praised the outgoing defense chief, not least for trying to hold the line on even deeper budget cuts.
"Nobody was more passionate, no one was more outspoken than Leon Panetta and I am grateful," said Sen. John McCain, a Republican from Arizona, who nonetheless disagreed with his decision on gays in the military.
Revolutionary change did not mark his tenure, and some fault him for being too eager to find consensus. He leaves behind a Pentagon that is two weeks away from deeper, across-the-board spending reductions that he railed against for months.
"He is a Washington insider, a budget expert and he was an excellent caretaker for DoD during a very contentious presidential election year where defense was in fact a relatively big issue," said Mackenzie Eaglen, a defense analyst at the conservative American Enterprise Institute.
Defense secretary was not a job Panetta coveted.
After the intense months that led up to the raid on bin Laden's compound in Abbottabad, Pakistan, the CIA chief was done, officials said, and ready to return to California and the walnut farm where he grew up collecting the fruit his Italian immigrant father would shake from the trees.
Panetta is fond of saying when he decided to pursue a career in public service, his father told him he was well-trained for Washington because "you've been dodging nuts all your life."
But Obama wasn't ready to let Panetta return to his California nuts. Facing huge deficits after a decade of war and the worst economy in a generation, he wanted Panetta's budget expertise at the Pentagon.
Panetta declined, but Obama pressed harder and by June 2011, he was at work in the defense secretary's office along the Pentagon's E-ring corridor.
The shift to Panetta from Defense Secretary Robert Gates brought a marked change in tone to the Pentagon. Where Gates tended to be serious, reserved and formal, Panetta was humorous, irreverent and casual.
Between them, officials and analysts say, they restored civilian-military ties that were badly frayed by the disputes in the early Bush administration over the handling of the wars.
Both men were keenly interested in the young troopers who fought in Iraq and Afghanistan. Panetta's gift was his ability to light up a room with laughter, even if that room was a hospital ward filled with veterans recuperating from war wounds, military officials said.
"He brought a fiery energy, enthusiasm and humor to the job, and a genuine fondness for soldiers, sailors, airmen, Marines and Coast Guardsmen," General Martin Dempsey, the chairman of the Joint Chiefs of Staff, said in an email.
Announcing the decision to allow women in combat, Panetta praised the troops, male and female. "They're fighting and they're dying together. And the time has come for our policies to recognize that reality," he said.
Panetta's candor was legendary; another military official likened him to an "open-faced sandwich."
Much has been written about Panetta's salty vocabulary. His troop talks were sprinkled with four-letter words. But if he was profane, he was also devout. His Sundays on the road most always included a stop at a local Catholic church for mass.
On his last trip overseas, in a visit to Rome, Panetta attended a general audience with Pope Benedict. Afterwards he waited in a line of dignitaries to meet the Catholic leader, kiss the papal ring and ask the pope to "pray for me."
Panetta's preference for people was evident in nearly every aspect of the job. He preferred quizzing experts in detail to reading reports and didn't like it when he thought someone was telling him what they thought he wanted to hear, aides said.
THE MEAT AX
No sooner was Panetta confirmed in office than Congress approved the $487 billion in defense spending cuts over a decade.
Reductions of that magnitude can set one military service against the other, or lead to equal cuts for each of the services, regardless of strategic needs.
Panetta was able to forge agreement that moved the Pentagon forward on that and other potentially divisive issues.
If he can be faulted, it may be for being too focused on finding a consensus, analysts said. As a result he leaves behind a Pentagon that has yet to face up to thorny issues like the unsustainable growth in personnel costs.
"Panetta will not be remembered as a kind of visionary for the department or some kind of glass-breaker or contrarian questioner ... But I don't think that was his intent and not what the president wanted," said Eaglen.
"What DoD needed during the presidential election year and a really ugly budget year was somebody who could man the ship, keep the department running ... and wrestle some deal out of a reluctant Congress," she said.
The strategy Panetta settled on called for a shift in focus to the Asia-Pacific, with an 80,000-person reduction in the active duty Army's size over five years. Other services also faced difficult choices.
"It was no mean feat to lead the Joint Chiefs through the process where you take almost $500 billion out of what they thought they were going to get and keep them all on the reservation and to have them genuinely feel as if they'd played a role in defining how that would happen," said Maren Leed, of the Center for Strategic and International Studies.
But that's as far as Panetta would go. Facing the threat of another $500 billion in cuts - this time an across-the-board reduction that would hit every program equally, regardless of strategic import - he resorted to ever-more-flamboyant rhetoric.
Panetta charged the cuts would be carried out using a "goofy meat-ax approach" and a "crazy doomsday mechanism." On his final flight overseas, aides gave him a plastic meat ax to commemorate his time in office. (Editing by Warren Strobel and Tim Dobbyn)