The needlepoint pillows in Joan Rivers' library speak right to the issues.

"It is better to be nouveau riche than never to have been riche at all," reads one. "Don't expect praise without envy until you're dead," reads another.

Rivers -- riche and envied -- is, arguably, at the peak of popularity. Her autobiography, "Enter Talking," is No. 4 on The New York Times' best-seller list. She's SRO every time she appears in Las Vegas. She's just signed a $10 million three-year contract with Fox Broadcasting Co. to host her own late-night talk show this fall.

And what is she getting for all this, besides a truckload of greenbacks? Flak. In a sudden wave of righteousness, the whole world seems to be castigating her for stabbing Johnny Carson in the back. When she went on "Today" to promote her book, all Jane Pauley wanted to talk about was The Rift. "Entertainment Tonight" conducted a poll, asking its viewers whom they were going to watch, Johnny or Joan. Meanwhile, the supermarket tabloids are having a field day.

"The press hasn't been my friend for a while," she says. "I was the darling of the critics when I started out in New York. Then when I moved to California and did well in Vegas, the press got mean. When I took over as guest host on "The Tonight Show," it was the second coming. But this last year, it's all been negative, negative, negative. Time magazine hates me. The L.A. Times hates me. It's always, 'Joan Rivers comma Las Vegas comic comma.' Even the book reviewers are begrudgingly saying, 'We never expected this kind of book from her!' I don't know why. But I'm used to vilification. No, I'm not. You're never used to it. You just say, 'Oh please! Here we go again!'

"God knows Johnny has had horrendous press the last two years," she continues, a hint of weariness qualifying her usual adrenalin-driven delivery. "You couldn't pick up a paper that wasn't knocking him. They clobbered him with David Letterman. I'd walk into "The Tonight Show" and they'd say, 'Did you see the latest piece? Don't let Johnny even hear about it.' Now the press is turning around and saying Johnny is a genius -- which he is. Now he's the grand old man and I'm the garbage!"

Still, it's been too good a story to ignore. The country's hottest woman comic going up against the very man who gave her her first big break back in 1965 -- a 10-minute guest spot that turned seven years of schlepping from raucous Boston strip joint to grungy Greenwich Village club into overnight fame. Corporate heavies and official spokesmen, soberly offering conflicting accounts of money, ratings, contracts. Joan tries to call Johnny to tell him her plans. Johnny hangs up on her. Joan comes back with a cover story in People, hoping, she says, "it'll slip into his hands and he'll learn my side of the story," because she loves him after all.

"I do," she insist. "I adore him. I'll start to cry for you right now. I just think he's been kept in such cotton. If I saw him now, I'd go right over and say, 'Come on my show. I'll come on yours.' Which is how it should be. All this is upsetting, especially as you get the teensiest bit older. You want to be surrounded by people you knew back when. Unfortunately, there are fewer and fewer of us. Each time I pick up the paper, someone else is falling over."

It may even have something to do with the persistence of sexism -- not that anyone other than Rivers seems to be arguing the point. When a television anchor jumps stations for bigger bucks and better billing, he's going for it, looking out for his interests, striking out on his own. When Rivers follows suit, she is ingratitude itself, or so implied a recent New York Times story, which went on to ask snippily "whether the country really needs another late-night talk show."

* "Frankly, I thought the announcement of the show would make a nice, little story, Page 3," Rivers says. "Okay, I was hoping for Page 2." What she got was front-page headlines and a backlash, the dimensions of which momentarily took her aback.

"It's madness and it's not fair. I was hoping Phil Donahue would knock us off the front page," she sighs, referring to his recent altercation at LaGuardia Airport with a Lyndon LaRouche zealot. "But that didn't work. Maybe if we're lucky, Princess Di will slap her kid!"

Sunlight is streaming through the French doors of Rivers' white frame mansion in Bel Air. Outside, it glints off the swimming pool and a miniature pond -- each kept in pristine condition, according to Bel Air protocol, by separate maintenance teams. (A pond man is not a pool man, and don't you forget it.) The air is permeated with the scent of flourishing rosebushes, fed and pruned once a week by the rose lady -- not to be confused with the full-time gardener. It is California peaceful here -- in part because the house is protected by an electronic gate and two German shepherds. Presently, the killer dogs are nowhere in sight, although Spike, Rivers' year-old Yorkshire terrier, all yap and no bite, is perched dutifully in her lap.

On her wrist, she is wearing a Cartier watch, given to her three years ago by appreciative NBC brass. She doesn't expect another one soon.

*"What it all comes down to," Rivers says, "is we'll do our little show the best we can. I mean, we're a speck. We have six itty-bitty stations. NBC has 200. We'll get our little viewers, and if they like us, they'll tune in again. Johnny will continue to have his viewers, and this whole business will all melt away."

She finds herself reminded of the late Lenny Bruce, the savage performer whose uncompromising routines first alerted her in the 1950s to the liberating possibilities of stand-up comedy. She was then an unknown, making the rounds in her black Jax skirt and pearls, with borrowed jokes and lame material -- still years away from tapping the rich mother lode of fat thighs, sex, tramps and Elizabeth Taylor.

*"Lenny was the most brilliant of all of us," she says. "He changed the face of comedy forever. Forever! And he was vilified. The day he died, I picked up The New York Times and they compared him to Swift and Goya's etchings! I mean they went through every important philosopher and artist in history. And I thought, 'Poor slob. Yesterday they wouldn't give him a cabaret card to work in New York, and today The Times is telling us what a great man we've just lost!' "

That raises the question of her own obituary. "Oh," she replies gamely, "they'll probably say I reflected life. That I spoke for women. That I was the first to come out in a man's world and say, 'Hey, we can say those things, too.' I tell my husband Edgar Rosenberg , 'You watch! It'll all be there the day I die.' "

She pauses. "Edgar says, 'Perhaps not!' "

Rivers gives one of her celebrated snorts and falls back, laughing.

is sharp, quick, funny -- everything she is on the tube. But she's more. There's a softness under the hide, a delicate femininity that isn't supposed to go with women who use four-letter words in public. She's strangely thoughtful, although she conceals her Phi Beta Kappa smarts behind a stream of self-deprecating quips, convinced that the world couldn't care less whether she's intelligent.

In her autobiography, she admits that "ladylike ways do not work for my audiences. I have to be the toughest one in the room." So she comes on strong -- the fastest tongue in the West. Outrageousness is her stock in trade. But it's also a defense.

"There's no kindness in a comedy audience," she explains. "They've paid $35 a head and they want their money's worth. Who told me? I think it was Bill Cosby. He's very smart, Bill. He said the difference between fame and nonfame for a comedian is that if you're not famous, the audience will give you a minute and a half before they make up their minds. If you're famous, they'll give you four or five minutes. Then it's over. So you've got to punch right through. You've got to fight to the end."

The pugnacity has made for a loud, raucous, occasionally tasteless stage persona that Rivers says "has been working very well for me and I'm not changing it one bit, thank you very much." But it also masks the private person, deeply riddled with insecurities that go all the way back to a childhood in Larchmont, N.Y. -- the distant doctor father who never understood his daughter, and the socially ambitious mother, who prized appearances above and beyond the family means. When Rivers (ne'e Joan Molinsky) threw over a proper education at Connecticut and Barnard colleges to plunge into the scruffiness of show business, her parents temporarily severed ties with her. The scars remain.

"You wake up every morning," she says, "and think, 'Do I still have it? Are they still going to like me? Am I going to be in tune?' Nothing appeases that anguish. Thank God. It's part of the creative process. If you sit around letting people tell you how funny you are, you're finished. I once asked Laurence Olivier what he thought about when he walked on stage. He said, 'I pick a spot on stage and tell myself it's my spot and no one else can fill it.' I try to feel that way. But if they're not laughing after the first two jokes, I start thinking, 'Maybe that isn't my spot. Where is that spot?' I'm very insecure still. I had some nights this last time in Vegas that were quiet. You want to kill yourself afterwards in the dressing room. That's why I work out all the time at Carlos and Charlie's -- a small comedy club on the Sunset Strip. It seats 112 people. I'll go there and say whatever comes into my mind. I don't know what's going to come out. It surprises the audience and it surprises me."

Rivers is careful to record the improvised sessions, so the moment's inspiration is not lost. The material finds its way into her joke file -- organized by subject, cross-referenced. The quips, thousands of them, run from Abortion ("When does a Jewish fetus become a viable human being? At the end of medical or law school") to Zoo ("Another cage contained three women over 40 who had never had a stitch of plastic surgery"). The fictional Heidi Abromowitz, whose sexual escapades serve as a running gag in Rivers' monologues, is under Heidi and Tramp. At one time, there were so many fat jokes under Elizabeth Taylor that "Elizabeth Taylor" has become the generic category for obesity, even though the actress is fashionably slim again.

A secretary keeps the files in order and notes the date and place each joke is uttered to avoid overworking the material. If, say, Cosmopolitan calls up and wants to know Rivers' New Year's resolutions for 1987, she knows just where to go for the perfect rejoinder -- the Ns -- and she knows when she last used it. The system is all part of a continuing obsession to stay funny, with it, on top of the trends.

"You always hope to be two steps ahead," Rivers says. "Comedy's always on the edge of danger. It thrills me when one-sixteenth of my audience gasps. That's great. It means you're on to something. The minute everybody likes you, it's pap, and you can't fill a room."

Rivers' eagerness to point out the physical and intellectual shortcomings of the celebrated has long been a mainstay in her act. Bo Derek gets it for being dumb, Cher for being loose, the royal family for being both dim and unattractive. Shortly after Karen Carpenter's death from anorexia, Rivers raised a hullabaloo by observing that Carpenter wasn't thin enough for fellow comic David Brenner.

"Well, it's true. David really likes them thin," she says. "A skeleton with a hair bow is what David goes for. He would have been at Auschwitz with a piece of paper. 'Hey, can I have your name?' What never got reported was the larger point I had been making -- that six months before her death, Karen Carpenter couldn't get arrested. Where was everybody then? The hypocrisy of the whole thing still rankles me." In her autobiography, Rivers cites the example of Mort Sahl, the liberal gadfly of the 1950s, whose career later went into a tailspin. "When Sahl became immensely popular," she notes, "the Establishment became fans and he lost his enemies, lost his fire, lost his authenticity on stage." To give offense, therefore, is to stay alive.

There are those, however, who observe with some dismay that lately Rivers has been drifting toward the establishment. She's made it up with Taylor. Cher is one of her intimates. And whom did Nancy Reagan tap to talk to the National Federation of Republican Women at the 1984 convention? Aren't we getting a little too cozy for comic comfort?

"You don't have to worry. Nobody cozies up to me," replies Rivers, who claims only about six close friends. "I was invited once to the White House. But everybody's invited to the White House. Just look around and there's some actress who's fourth down on 'Dynasty,' putting her pearls on. Michele Lee is always at the White House. I certainly wouldn't go there to entertain. I'm too wild for them.

"People come and go in the act, that's all. It's just a question of who's hot, who's in the news. Right now it's all Madonna and Sean Penn, Princess Di and Joan Collins because she's white hot. Elizabeth Taylor was out of the act when I became friends with her. She was thin and beautiful and there was nothing funny about her anymore. If she becomes fat again, of course, she goes right back in. And she knows it!

"I used to make a lot of jokes at Cher's expense. I had a big mock-up made of her in her sexy Viking slut costume. I'd throw it on the stage and say, 'That's her favorite position.' She would bring her dates to see what I was saying about her. When I took her out of the act -- because the act changes -- she was livid! That's the way it should be!"

Nancy Reagan is, apparently, the exception that confirms the rule.

"No, I wouldn't do jokes about her," Rivers concedes. "Oh, I said to Barbara Walters once, 'You look at Nancy Reagan and you know she's such a lady. When she washes out her panty hose, she washes out the whole panty hose -- not like you and me, who just wash out the feet and crotch.' That's my big Nancy Reagan joke. But it's really saying what she is. She looks smashing all the time, and I think that's wonderful. Maybe it's because she's crazy about her children. I truly adore her on the level of a concerned wife, because that's exactly where I'm at. I'm a mother first."

Spike begins to yap shrilly. Rivers pacifies him with a soothing caress.

*"I make an effort to live as normally as possible," she continues. "I know what's going to the laundry. I know what my bills are. I shop when I can shop. I'm the one who cleans up after the dogs. Spike makes a mistake and everyone else disappears up the stairs. That's what keeps me going. The minute you start riding the hounds with Jackie Onassis, you can't go on stage and talk about matching your husband's socks. So you make sure you're not running the hounds that day."

With the media on round-the-clock alert, normalcy is sometimes a difficult state to achieve. Just consider: One of Rivers' German shepherds recently developed a hip ailment that will require an operation. The veterinarian contacted the factory that manufactures artificial joints for animals. Someone in the factory tipped off the wire services. Thereupon Rivers was promptly telephoned by reporters asking if they could watch her watching the operation.

"We manage to hide," says Rosenberg. "But it isn't easy."

After growing up unhappy in a contentious household, as she did, Rivers puts great stock in the home life she never had. She is fiercely protective of her 18-year-old daughter, Melissa, and any journalist who questions Rivers' credentials for parenthood is certain to incur her lifelong enmity. When Rosenberg suffered a heart attack 20 months ago, Rivers canceled all her engagements and moved into the intensive care unit of the hospital, where he lay in a coma for 20 days. "She's a great organizer, and she just took charge," says Rosenberg, now fully recovered.

Born in Germany and raised in South Africa, he met Rivers in 1965. She had just scored big on "The Tonight Show"; he was producing a movie, to star Peter Sellers. The script, however, desperately needed punching up. "I met her for dinner, gave her the script and worked out a deal with her manager," Rosenberg recalls. "But I told her she'd have to come to Jamaica, where I was also working on another project at the time." Rivers flew to Jamaica. She and Rosenberg were married four days later. The movie was never made.

Although Rosenberg frequently advises his wife about her career, he refused from the start to become her manager, preferring to pursue his own business interests. One-liners about their marriage are a staple in Rivers' monologues, but they are always at her expense. Unlike Phyllis Diller, who habitually dismembered her husband "Fang" on stage, "Joan doesn't do Fang jokes," Rosenberg points out. "If you listen closely, I'm always the smart one in her jokes, she's the butt. It wasn't part of the marriage contract. It's just an unspoken understanding we've always had.

"Very few people seem to make a distinction between her on- and offstage personalities," he continues. "I don't know why that is. Nobody thought Jack Benny was stingy offstage. But Joan is a shy, introverted family woman, a very good mother and a wonderful wife -- quiet to the point that we rarely go out at night. When we do, we stand in a corner and talk to each other. If she were that loud person with a lamp shade on her head, I would have been out of the house in a week."

Their shared hobby is reading -- mostly nonfiction and autobiography. "We divide the world into two sections," he says. "Joan reads everything up to the start of the 20th century. I read from then on. You can have a two-hour discussion with her on the causes and failures of the French Revolution."

"I really am a Victorian," Rivers says, with no apology. "I think a lot of the world's unhappiness comes from the fact that there is no nuclear family anymore. You've gotta have a cave you can come back to with people who are really on your side. And that's the family, isn't it? I always say to Melissa, 'It's us against the world.' That may be bad grammar, but it's true. I should have had more children. I would love to be able to say, 'It's the holidays, dammit, and we have to have all the relatives around.' But my only living relative is a sister in Philadelphia, a widow with two children. I mean, nothing is sadder than California during a holiday. Nobody has a family."

Coral Browne, the tart-tongued British actress and wife of Vincent Price, is one of the few who recognize that Rivers "is really two different people. There is that wonderfully conceived personality which the public goes for. But it bears no relation to the heart of the woman, who in her private life is an extraordinarily tender person of enormous taste. I've often said she is the daughter, and Melissa the granddaughter, I never had. Of course, it's always better when they're not yours, isn't it? If ever we had time to sit down together, we would probably knit. I don't know who would teach us, but that is most likely what we'd do."

Rivers' insatiable curiosity about the dating peccadilloes and conjugal habits of the famous is merely the inverse side of her conviction that everyone should be happily married. When she discovered recently that a couple attending her Las Vegas show had been living together for 10 years, she volunteered to act as matron of honor if they'd get hitched the following day. They did and she did. ("She was a pretty girl, he was a handsome guy, and she had maybe 12 eggs left in her. What were they waiting for?" Rivers quips.)

And gays, who have always constituted a significant segment of her audience? "I once gave a dinner party. We had six couples, and I was the only woman. We broke 'em up. Husbands and wives couldn't sit together. Edgar said, 'I don't believe you.' But why not? Let me tell you. The gays were the first to find me, and they'll be the last to leave me. And that's wonderful."

Two things spell power in Rivers' view: comedy, when it clicks and the audience bathes you in love; and money, when you've got a lot of it and it doesn't matter what the audience thinks.

Every visible sign -- the two Dufys on the library wall, the framed letter from President Reagan and "the missus," the Louis XIV table she just purchased at Sotheby's so she can "die touching something pretty if there's a meltdown" -- bespeaks success and privilege. But it isn't just modesty that provokes her to dismiss it all with a wave of the hand as a fac,ade. In a comedian's life, there are never enough laughs and in the land of "Ghostbusters" millionaires, Rivers' $10 million three-year television contract is peanuts.

She has always knocked herself before others could. More than a comic style, it's her attempt to exorcise the lingering insecurities and, maybe, appease the show business gods, who giveth in abundance but are also known to taketh away overnight. The trademark "Can we talk?" is not just an invitation to gossip; it's the cue that Rivers is opening a psychic safety valve, letting off steam, confronting the fears.

When a photographer knocks at the library door, Rivers goes into mock panic, splays her legs and distorts her face. "Here's Mr. Close-Up," she yowls. "I'm begging you. Soft focus! Remember your mother. Would you do this to your mother?"

It matters not that she is immaculately groomed and flawlessly made up. She persists in shrouding her birth date in secrecy -- early reference books put it in 1935, more recent volumes in 1939 -- and used to claim that she was so obese as a child that "I was my own buddy at camp." (Not so, her late mother would tell interviewers, patiently.) Nothing stirs the comedian to a wilder comic tizzy than the observation that age is, in fact, treating her handsomely.

"Oh, please! Please. I don't want to talk about it," she rails. "When Cher hit 40, I wrote her a note saying, 'I wish I could tell you the best is yet to come. But I'm not so sure!' A man is at his best between 36 and 60. No question. That's when he takes over, is assured of himself. But a woman? I have to tell you, nobody ever asked Eleanor Roosevelt to dance. Oh, we all loved the way she looked. But no one said, 'There's a dishy number over there.' Nobody said, 'Let's mambo!' And don't think her little feet weren't tapping under the table. Eventually, age is going to catch up with all of us. But I'm holding it off as much as I can."

Rivers still lets herself believe she's a dog, that her thighs are fat and that plywood puts her chest to shame. She says the sequel to "Enter Talking" will be "Exit Babbling." Of course, it's part of the act, but it's also not part of the act. In some primal way -- never to be erased by the certification of stardom -- the neuroses are real and enduring they make her more than just another loudmouth.

She is asked what would have happened if that long-ago appearance on "The Tonight Show" hadn't rescued her from the endless rounds of rejection and humiliation.

"I don't think I would have stopped trying," she says, pensively. "It was too late. I'd crossed the Rubicon. I was going to keep fighting. I guess I would have ended up an eccentric lady on the David Letterman show."