The first thing you notice when you bend down to tie your winged-Mercury-fast-as-a-speeding-bullet running shoes is the forest of legs - fat lets, skinny legs, hairy legs, legs smooth as silk - 24,000 legs attached to the torsos of 12,000 people just itching to hit full stride.

But most have to walk for a full five minutes before they can run, such is the forest of legs at the annual Bay to Breaker's race, stretching from San Francisco Bay, up hills and down, to the frothing breakers of the Pacific Ocean, 7.6 miles away.

It is a run quite in tune with America's consummate passion for jogging. And nowhere has the mystique of winges feet trunding along taken such a firm grip on the masses as in California, where all manner of running gurus have sprung up, to purvey the ecstacy to be found from the Zen of Jogging.

There are even college seminars for credit on the yoga of running, where such marathom men as author-runner Mike Spino, 32, combine the disciplines of meditation and running to make huffing and puffing painless.

Many runners flew in from Singapore and Australia just to taste the carnival atmosphere and dip into the well of evergy pumped forth by thousands along a rainbow-colored undulation, a human army of ants sporting shirts branded with "Fee Don't Fail Me Now" or "Eight Miles or Bust." They cheered at the gun and giretched out into a tight, two-mile column that laughed at stop signs, ingnored rights of way and walked right over cars stalled in their path. They Hartled Sunday morning drinkers outside the Tattoo Lagoon on Howard Street, Winos cheered them on. They joobbed and weaved past the Stardust Louge, attacked Hayes Street's heartbreak hill - where many began to walk - and brought joy to the face of worshippers at the New Jersualem (sic) Baptist Church.

Sirens screamed; ambulances sped six runners to hospitals, including one for psychiatric care. An unidentified young man with a San Diego State sweatshirt fell to the grass halfway into the race, apparently sick to his stomach, and choked to death on his own vomit. He was the first known fatality in the race's history, though heart attacks are not uncommon.

Houes after the last straggler finished, police radios crackled with the news of children still crying to find their parents.

Precisely 37 minutes and 3 seconds after the gun, Paul Geis, a Stanford graduate student in business who placed 12th in the 5,000 meters at the Montreal Olympics, picked up a first place trophy and a $75 black and white TV for his record time.

Dr. Paul Spangler, a retired Navy surgeon who once served on the edical ship Hope, lightstepped across the finish line in just over an hour also took home a trophy. At 78, he was the oldest runner. It was the ninth year in a row he had won, 11 years after he had taken up jogging at the age of 66.

"I never did too much before that," said Spangler, a wiry, chatty man who kept his white hair in place with a green beret adorned with awards. "I used to climb mountains and did a few clams, but that's about it. Running is a must for everybody who wants to enjoy good health and avoid, an early grave. I'm going to run until I can't put one foot before the other."

At 39, Dan O'Hara wasn't the youngest or oldest, nor was he among the fastest or the slowest. A disabled truck driver Oaralyzed from the waist down from a mugging two years ago, he rolled across the finish line in a wheel chair in just under two hours. "GET OUT'A ME WAY, OUT'A ME WAT," he barked. "And don't ask me if I'm Irish." Spectators cheered and the former Wheelchair Olympics gold medal winner with forearms the size of ham hocks was offered champagne. He apologized and turned it down for orange Juice.

For some, it was ecstacy, for others, agony. Red Cross volunteers treated a half-dozen runners for cuts, and countless others, like Carolyn Caldwell, a Sausalito speech therapist, for blisters. "I made the mistake of running in new shoes," she blushed. "I had to take them off and run the last three miles barefoot."

It was an everyman's Kentucky Derby for joggers. All you needed to enter the jointly-sponsored San Francisco Examiner-AAU event was $4 and the proper spirit. The first 500 finishers enjoyed immortality for a day; their names were inscribed in the newspaper. For the others there were half pints of sickly sweet orange drink, self-righteous satisfaction, and the jiggling bodies of the opposite sex.

"It was the best hour I've ever had with my pants on," grinned Bud Crocket, 39, a San Jose engineer who guzzled a Coors after the race with fellow General Electric Jogging Club Mates.

A woman magazine editor in search of a boyfriend admitted she had drooled over the runners. "If any woman says there aren't any good looking men in San Francisco, she should come out to this race. I've never seen so many firm, good-looking bodies in may life."

"Look at those taut leg muscles," she said, later turning to examine her own legs. "Yuk, look at my jelly thighs."

Thomas Gaffney, a math instructor at San Francisco's community college, finished the race one hour behind the winner, but he had stopped for coffee. "You've got to knock off at least five minutes for that," he said. "And remember that I walked a few times."

Gaffney wasn't proud, but for $3 the vainglorious could contract to have their speedly steps and sweating brows photographed. "We try to feed the ego of the runners," said Michael Andreozzi, 24, a law student who advertised the service with a sign on his back. "You spend $4 to sign up, $30 for shoes, $50-$100 for a jogging suit, so what's a lousy $3 for a photo?"

Bob Jacobs, a 49-year-old life insurance salesman, crossed the finish line in 78 minutes. He wore a laured wreath, but said it felt like a "crown of thorns."

It was the first time the self-styled Caesar had ever exceeded his two miles-a-day, three-times-a-week regimen. And his wife, "a worry-wort," he called her, had given him a note to pin on his shirt, just in case he hit a tree or something.

"My wife, Jane, will be at the corner of Fulton and the Great Highway at the finish line," it read. Jacobs pulled the note from his pants pocket. He had refused to pin it on.