The old saying "Everybody loves a parade" may be true. But it is certainly not true that not everybody loves to be in a parade.

In Annapolis, the 12th annual Fourth of July parade would not be possible without the meticulous preparations and cheerful obsessions of a few people willing and eager to be much more than mere spectators. It's one thing to lounge in a lawn chair or wave a flag. It's a whole different matter to hit the pavement and try to please the crowd.

Just ask Holiday the Clown (a k a Carol Spaulding), the driver of Billy's Willy, a World War II vintage jeep (a k a Bill Wilson Jr.), or the producer of the fireworks show (a k a Fred Paone).

They are among the 30 people or groups who registered with Thomas Roskelly, the city government spokesman who also serves as the parade coordinator. Expecting a last-minute rush of participants this week, Roskelly said the 1999 parade may be the biggest since the 1991 event that celebrated victory in the Gulf War.

The most serious parade participants, though, have been thinking about the Fourth of July since there was snow in the air. They've been planning and primping for months. Their work is a hidden ingredient in the fun of the Fourth.

"This parade is Holiday's domain," said Spaulding, a children's entertainer and an 18-year veteran of clowning. Her alter ego, Holiday the Clown, has been in the city's Independence Day spectacle for two years.

This year, said Spaulding, 49, Holiday has some new tricks up her sleeves. In fact, Holiday will have new sleeves.

"I started thinking about the parade back in February, and I decided I wanted to do a new outfit especially for the Fourth. I wanted a red, white and blue sailor's uniform," Spaulding said.

One day in May she sat down at her $99 sewing machine and made a white dress and added red trim. She fashioned a navy bib to go over the dress, found some red shoes, added red petticoats. With a white hat to go over her red wig, she was set.

But a clown needs more than an outfit and big shoes to make a mark, Spaulding notes. A real clown needs what is known in the profession as a "paradeability," a quick shtick that she can do while zig-zagging back and forth between the people on either side of the parade route.

Holiday's paradeability this year is a gag about the Y2K millennium glitch that is said to threaten computer operations everywhere.

"I did it in Ocean City in May for the Carousel of Clowns, and I think people really got a kick out of it," she said.

Bill Wilson Jr.'s work is pretty much done. He has driven his 1943 Willy's jeep in the parade for a decade. The vehicle, garaged in back of his auto body shop on Defense Highway near Annapolis Mall, is shipshape. From the vintage wooden K-ration boxes in the back seat to the Betty Grable pinup postcard on the dashboard, this jeep is a time machine that takes you back 50 years in a blink. Wilson even has a pack of Lucky Strikes in the webbing of his authentic World War II helmet.

What Wilson needs for the Fourth of July parade is company. A member of the Blue-Gray Military Trust, a group of military vehicle collectors, Wilson, 42, is trying to convince some of his fellow enthusiasts to join him in a convoy. So far he's only got two.

The toughest sell, Wilson said, may be his father.

Bill Wilson Sr., 65, is the proud owner of an M-20 1944 scout vehicle with a Thompson submachine mounted on it. The vehicle, used by cavalry divisions advancing into enemy territory, is especially popular with veterans, and there are always plenty of them in the crowd at the Annapolis parade.

The problem is that the driver of the M-20 has to peer out of a narrow slot without much peripheral vision, so it is not easy to steer. Also, the vehicle weighs seven tons, meaning it takes a long time to put on the brakes.

"We need to put a vehicle in front and back of it, if we're going to have it in the parade. Dad just doesn't want to do it," Wilson said.

He has delegated one of his mechanics to keep lobbying his father.

"I'm hoping he'll come around," Wilson said. "People love that thing."

Fred Paone estimates he spends several hundred hours a year on his volunteer job as producer of the fireworks show, a welcome break from his more serious day job: running the violent crimes unit of the state's attorney's office.

"Well, at least the fund-raising part is done," he said last week, after receiving a $35,000 donation from USinternetworking Inc., a local high-tech firm.

Now Paone, 48, is reviewing plans that have been sent to him by Pyrotechnica, a Newcastle, Pa., fireworks company that has put on the Annapolis show for a decade.

"The opening will consist of 200 three-inch shells, 24 four-inch shells, 10 five-inch shells, a 10-inch shell and 12-inch shell," he said. "And that's just the start of the show. The grand finale will feature more than 1,700 shells."

Paone said he has only minor suggested changes for Pyrotechnica. More pressing, he said, is renting the big flattop barges from which the Pyrotechnica specialists will electronically set off the fireworks.

One of his tasks is to get the Navy to open up its ammo dump so that Pyrotechnica can store its aerial arsenal safely until the day of the show.

Then he has to get in touch with the Naval Academy Band to find out what's on the musical program of their post-parade concert.

"We want that first rocket to go up right after the band plays their last note and the lights go out," Paone said. "To do a show like this you need a lot of coordination among a lot of people."

The parade, which will begin at 6:30 p.m., starts on St. John's Street, then goes right on College Avenue, clockwise around Church Circle, down Main Street, left on Randall Street and right on King George Street. The parade will enter the Naval Academy at Gate 1, then proceed around the perimeter of the Yard before disbanding on Holloway Road near Santee Basin. The parade is expected to end about 8 p.m. The Naval Academy Band will then play until 9:15, when the fireworks begin.

CAPTION: Bill Wilson Jr. has been driving his restored WW II jeep in the Annapolis Fourth of July parade for a decade. The jeep takes people back to their war memories.