Twelve years and more than $12 billion ago, the Kuwaiti military fled from the invading Iraqi army without a fight.

Khalid Faraj remembers well the humiliation of the moment. An officer in the Kuwaiti navy, he was at home when the call came in the middle of the night on Aug. 2, 1990. By the time he rushed to the navy's main base here to inspect the missile boats he commanded, the Iraqis had already taken over. He was arrested and taken to the Iraqi commander.

"He said to me, 'What's happened to you guys?' " In embarrassment, Faraj recalled, he told the Iraqi that the Kuwaitis were simply not prepared. "They were expecting us to fight, but we did not have an order," he recalled.

Faraj spent the next seven months in Iraqi prisons, along with about 630 other captives from Kuwait's armed forces.

"Never again" might be the new motto for Faraj and the rest of a military still struggling to overcome the memory of that day.

In the dozen years since U.S. forces liberated it from Iraq, Kuwait has used its main resource -- oil money -- to rearm and rebuild. This tiny emirate, with 2.2 million inhabitants, has become the world's biggest per capita spender on defense, according to the London-based International Institute for Strategic Studies (IISS). The 10-year, $12 billion program has bought state-of-the-art American weaponry, from Patriot anti-missile batteries to F/A-18 warplanes to AH-64 Apache attack helicopters for a force estimated at 15,500 plus 23,700 in reserves.

In 1990, the Kuwaiti armed forces barely stung the invading Iraqis. The ruling Sabah family, including the defense minister, fled to Saudi Arabia at the first sign of hostilities, leaving individual officers to organize a haphazard middle-of-the-night defense.

Despite the military expenditures over the intervening decade -- and despite advance planning for a war against its main threat -- Kuwait is still not scheduled to take part in the expected U.S.-led invasion of Iraq. Instead, the reborn military says its role is to defend against any retaliation or other attack against Kuwait. The credo now, said one general, is simple: "inflict maximum damage" on any invading force.

"Kuwait 2003 is not the Kuwaiti forces of 1990," said Col. Yusuf Mulla, the Defense Ministry spokesman. In the future, he vowed, "we will defend our borders to the last man."

According to international experts and independent observers here, however, Kuwait remains unable to defend the country without the thousands of U.S. troops that have guarded it since the 1991 Persian Gulf War. It may not even be prepared for the civil defense and internal security role it must play if the United States invades Iraq, they say.

Many view the heavy defense spending -- mostly to buy arms from the United States and Britain -- as an expensive thank-you to the countries that saved Kuwait, a shopping spree disproportionate to the added security such advanced weaponry can bring to a small nation.

"They've gone for the Rolls Royce approach," said Mark Stoker, a defense economist at London's IISS. "But clearly Kuwait is never going to be able to defend itself against any of its neighbors."

Even if Kuwait cannot defend itself, its leaders insist they are ready to show a skeptical population what 12 years of preparation has bought the country. Kuwait plans to deploy the military for the first time in the streets of Kuwait City as well as along the country's desert borders. "Iraq would pay a high price" if it attacked Kuwait, Defense Minister Jabir Mubarak Hamad Sabah promised last week.

The Kuwaiti military definitely has something to prove, even if its role in the coming conflict is limited to homeland defense.

"It was not a military disaster; it was a political disaster. But still there is the feeling that we failed to defend the population. Now, we have to do it," said Sami Faraj, director of the Center for Strategic Studies here, brother of Khalid and a former military officer who helped direct reconnaissance teams in Kuwait during the seven-month Iraqi occupation.

The regrouping began almost as soon as the Iraqis were driven out. Just as the U.S. military led the coalition that defeated the Iraqis, the Americans came in to oversee the rebirth of the Kuwaiti military. The goal, as Faraj put it, was to turn "an armed force into a fighting force."

"We didn't have to start again from zero," said Mulla. "We started from less than zero, because we had to clean up the damage and then build from scratch."

Only two boats from the Kuwaiti navy had escaped the invaders, because they happened to be out on regularly scheduled patrols. The story was the same with the army, which lost virtually all its weapons and equipment. Only the air force survived partially intact, flying out 70 percent of its A4 Skyhawks and Mirage F1s and, according to current and former military officers, destroying a couple dozen Iraqi planes and helicopters.

Mulla, an air force squadron commander when the Iraqis invaded, became famous for escaping with his men and their now-retired Skyhawks to Saudi Arabia. At the time, he recalled, the Kuwaiti military was a force without a mission, its ruling family on friendly terms with President Saddam Hussein's government in Baghdad.

"Before, we were training, but for what? We did not have an objective then. We were just trying to defend against an unseen, unknown enemy, but now we know," he said. "We know everything about Saddam Hussein."

Working with U.S. military experts, Kuwait launched a review of its military, trying to decide how to redesign it, then approved the purchasing program in 1992. The main question, according to retired Brig. Gen. Mohammed Sirri: "We know we're outnumbered, so how can we equip, train and coordinate to fight when the numbers are 10 to one against us?"

Sirri held up two small balls -- a soft soccer ball and a smaller, harder golf ball -- to explain the result. "Which one would you use to hit somebody?" he asked. Before, Kuwait's military was the soccer ball; now, he said, it is the golf ball.

A former leader of the Kuwaiti air force, Sirri is sanguine about Kuwait's dependence on the U.S. military for its security but said the new concept is a much more aggressive homegrown force capable of holding off an Iraqi invasion for far longer than before.

Rebuilding the Kuwaiti military was crucial not only for defense but also to keep American goodwill, he argued. "If Kuwait didn't have an army, they wouldn't come. Why defend a country that doesn't defend itself, that's not trying," he said. "It's important that they are helping somebody who deserves it, not somebody who is sleeping."

The result is a Kuwaiti force that believes in the superiority of American technology and training. Patriot missile batteries defend the skies, M-1A2 Abrams tanks patrol the desert. The air force flies in the latest F/A-18s and will soon boast a fleet of AH-64D Longbow Apache attack helicopters.

But the spending did not necessarily buy Kuwait the military strength it hoped for, according to independent observers. "To absorb such weapons you need to have a generation to train on them and integrate them," Sami Faraj said. "We bought the best weapons in the world, but they are still not yet integrated into the machinery of the armed forces."

And such high-tech armaments are not necessarily the best defense for the most urgent threats faced by Kuwait today: potential terrorists and fallout from weapons of mass destruction.

"It can come home to us in several ways -- Iraqi intelligence, al Qaeda sympathizers," said Interior Minister Mohammed Khalid Sabah. In an indication of how different this war will be, he, rather than the defense minister, will be in charge of a special command for Kuwait's civil defense.

Kuwaiti soldiers took part in a joint exercise with U.S. and British forces in November. Despite spending more than $12 billion on state-of-the-art equipment, Kuwait still relies on foreign troops to protect it from Iraq.Kuwait rebuilt its military after the 1991 Gulf War, with a new mission and modern weapons. The small army wants to be tough as a "golf ball."Patriot antimissile batteries are stationed at Ali al-Salem Air Base, 50 miles north of Kuwait City. The country's American weaponry also includes warplanes and attack helicopters.