The last time Lloyd Bentsen and George Bush faced off in a political campaign, Bentsen ran as the true Texas conservative, attacking Bush for supporting gun-control laws and a guaranteed annual income for the poor.

Bentsen, then relatively unknown, won that 1970 Senate race by running against the "Washington Republican establishment" in a state where Democrats enjoyed a 4-to-1 registration advantage -- a margin that has since narrowed considerably -- and which was still largely a one-party Democratic state.

It was a bland race with few ideological overtones. Both candidates, conservative Houston millionaires, supported then-President Richard M. Nixon's Vietnam policies, heavy defense spending, school prayer, Nixon's Supreme Court nominees Clement Haynsworth and G. Harrold Carswell and opposed busing and campus protesters. Political observers in Washington and Texas remember that campaign only vaguely.

But they do remember the exceptionally bitter Democratic primary between Bentsen, then a champion of the conservative Democratic establishment, and Sen. Ralph Yarborough, hero of the liberals, who had beaten Bush easily six years earlier.

It was a "nasty and mean-spirited campaign," recalled Ronnie Dugger, former publisher of the liberal Texas Observer and a Yarborough supporter. Bentsen's television ads portrayed Yarborough as a "wild, liberal, integrationist peacenik," Dugger said. "It was an early example of assassination by television. Although we're used to it now, it was really shocking in 1970."

Bentsen attacked Yarborough's dovish views on the Vietnam war and questioned his loyalty to the South for opposing the Haynsworth and Carswell nominations. He accused Yarborough of advocating busing for school integration and highlighted Yarborough's position in support of the Supreme Court's rulings against teacher-led prayer in the public schools. He linked Yarborough to "ultraliberal" groups, including those involved in violence at the 1968 Democratic convention in Chicago.

Enraged liberals threatened to bolt to Bush, then a member of the House, on the grounds that it would serve the liberal cause in Texas better if the conservative wing of the Democratic Party lost the election.

They formed the Democratic Rebuilding Committee. State Rep. Curtis Graves, a black leader from Houston, was quoted as saying: "Comb down George Wallace's cowlick and put him in a $200 suit and you've got Lloyd Bentsen."

Many liberals have since forgiven Bentsen, especially because he has helped a lot of them, including state Agriculture Secretary Jim Hightower and state Treasurer Ann Richards, raise money they needed to win their own elections.

Former congresswoman Barbara Jordan (D-Tex.) recalled that Bentsen's nomination did not "make me feel like I wanted to vote." But Jordan said that "even though he does not go down well with long-term, hardline liberal Democrats, he can be swallowed and is swallowed by them."

Yarborough has not forgotten or forgiven. Now living in Austin, he said in a recent interview that Bentsen's television ads showed students rioting and marching under the Viet Cong flag. "He would say, 'There's Yarborough marching with 'em under the Viet Cong flag.' . . . He's just a damned liar."

John Mobley, Bentsen's 1970 state campaign chairman, defended the ads. Yarborough "was part of the {Eugene} McCarthy group," opposing the Vietnam war. "That's where we put him, and that's where he was."

Winning the Democratic primary had been tantamount to election in Texas since the Civil War. But Republicans, having reelected Sen. John Tower in 1966, were confident that Bush could win in the fall.

Bush said at the time that he had been surprised by Bentsen's primary victory. His campaign had been geared to attack the liberal Yarborogh.

"We forced them to go back to the drawing boards and rethink their strategy," Mobley said, "while we focused on putting the {Democratic} Party back together."

The theme of Bush's extensive television campaign was a vague "I can do more for Texas." He stressed that, as a Republican, he could influence the Nixon administration. His backers felt he would win if he could hold the newly emerging Republicans, split the Democratic conservatives and benefit from the stay-at-home liberals who were mad at Bentsen.

Bentsen focused on pocketbook issues. He blamed the Nixon administration for failing to curb inflation, increasing unemployment, recession, high interest rates and for contributing to the depressed stock market. He fought to hold conservatives. "At times we ran him from the right," Mobley recalled, noting the welfare and gun-control attacks.

George Christian, Bentsen's campaign director and President Lyndon B. Johnson's White House press secretary, agreed. "Bush was probably the liberal in that campaign." Bush had voted for an open housing bill in 1968, angering some of his suburban supporters. Some of Bentsen's supporters recommended that he use that as an issue, but Bentsen refused to do so, saying that he would have voted for all of the civil rights bills of the 1960s.

Neither candidate attacked the other's character, although Bentsen frequently mentioned that Bush was running only because Nixon pushed him into it.

"One thing is certain," Bentsen said. "The president of the United States didn't put me in this race. I'm not in the position of Mr. Bush. When the president says jump, he says frog."

Ironically, Bush was hurt among conservatives by the Nixon administration's school desegregation lawsuits filed in East Texas in the middle of the campaign. He was hurt by perceived administration oil policies that could damage Texas oil interests, and by Bentsen's television ads saying then-Secretary of Defense Melvin R. Laird threatened to close military bases in San Antonio.

He was hurt most of all, analysts said after the election, by Nixon and Vice President Spiro T. Agnew, whose high-profile support and visits to the state for Bush helped persuade reluctant minority and liberal voters to turn out for Bentsen, and heightened interest in what had been a lackluster campaign.

Texas politicians said after those visits, the "kamikaze liberals" dropped their threatened support for Bush and turned out for Bentsen. Bush's supporters felt he would win if the total turnout was about 1.8 million. More than 2.2 million voted.

Mobley credited Bentsen's victory in both the primary and the general election to a political organization that took Bentsen, who served three House terms from 1948 to 1955 but had not been politically prominent since, from a 2 percent name recognition in December 1969 to a 54-to-46 victory over Bush less than a year later.

Bentsen's campaign by early summer had active campaigns in all 254 counties, Mobley said. "We got out the vote."

Bush won in the big cities, Dallas and Houston, but lost in traditional Democratic strongholds in the rural areas. "We nickeled and dimed him to death in the little counties," Mobley said.

Bentsen and Bush said after the election that a massive turnout of rural voters, many of them conservative Democrats, made the difference.

In his concession speech, coming only a month after polls showed him leading Bentsen by 2 percentage points, Bush said he did not know what had happened.

"Like Custer, who said there were too many Indians," Bush said, "I guess there were too many Democrats. I have this horrible problem in figuring this thing out. I can't think of anyone to blame except myself."

Staff researcher William F. Powers Jr. contributed to this report.