"Not only can't he run, the sunuvabitch is stupid, too.' -- Mike Barry, Kentucky newspaper and father of seven, gently appraising Top Knight, a spectacular racing failure who, when put to stud, just wouldn't do it.

MOST HORSES love this life after racing. For two years, three at the most for the really good runners, they work their tails off at the track in glorious pursuit of the trophies and money and fame that will enable them to retire to a life of passion in the pasture. Thoroughbreds have two purposes: they are born to run, and then they are asked to reproduce themselves in union with the best mares.

Not a bad deal.

The land outside. Lexington is what heaven will look like if the Lord does a good job. As far as the eye can see, hills billow under coverlets of green velvet stitched together with brown and white fencing, decorated with stands of redbuds and white dogwoods.

At Castleton Farm on Iron Works Pike, seven mares stood in the redding sunlight of late afternoon while at their feet seven gorgeous foals -- at a month old, a foal can steal your heart with one inquistive tilt of its head -- flopped in the verdant grass and took a nap.

These are the aristocrats of the equine world. These foals will live in luxury always. As racing thoroughbreds, they will be under 24-hour care. Their feed will come at the same time every day, their grooming will be immaculate, their housing without fault. A runner costs his owner $100 a day. Nashua, now 28 years old, lives in a stall of burnished wood. With the addition of a few shelves and lamps it could pass for a reading room at the Library of Congress.

The first million-dollar winner at the track, the first stallion syndicated to stand at stud for over a million, Nashua is an old, old fellow now, well over 100 in human terms. Come every breeding season, though, Nashua is ready. From February through June, when a good thoroughbred earns his library stall, in those days of duty that gave Top Knight a headache, here comes Nashua "actin' like a young'un," said Leslie Combs II, master of Spendthrift Farm, Nashua's home.

Not a bad deal at all, all the oats you can eat and 30 mares delivered to your boudoir each spring.

Someone had a deal for Spectacular Bid that they thought was sensational. Partly because the horsemen of Kentucky are gentlemen, but mostly because they don't want to be sued for slander, the horsemen will talk about this supposed deal only without attaching a name to it. "That involves a proposition that is very bad for the industry," said Brownell Combs, Leslie's son, the boss of Spendthrift now and also chairman of the Kentucky State Racing Commission.

What Combs wouldn't talk about is a deal that would have brought 65 mares to Spectacular Bid. The deal would have made Bid a $40 million horse, with each member of the ownership syndicate paying a flat $1 million for the right to bring two of his mares to Bid's place.

There would be 20 members of the syndicate. Bid's owners, Harry and Teresa Meyerhoff, would have 20 shares, too -- but with only a single breeding date for each share. Throw in the four dates that are the farm's payment for managing the horse's love life, that brings to 65 the number of liasons Spectacular Bid would have in his little black book next spring.

Now, Bid is spectacular. But he ain't Erroll Flynn.

If a stallion does well with 45 mares in his rookie season, huzzahs are heard across the Bluegrass. To ask any stud to cover 65 mares is to risk turning him into a reluctant worker, a jaded gigolo on hoof.

"The $1 million a share is a nice, round figure," said Brownell Combs, "and I heard that story. It's a guy looking to make a fast buck. Like old horsemen say, 'He's going to take that cash and run to the hideout.' Then, if Spectacular Bid fails at stud, and using him 65 times right off the bat is inviting him to fail, the members of the syndicate are unhappy. And the industry looks bad."

Too much of a good deal is a bad deal.

Harry Meyerhoff says there was no $40 million offer.

Anyway, he wasn't listening. He has dealt with too many real estate people for that. "You tell a real estate salesman you have $100,000 to spend and he comes back with something that costs $1 million and tells you 'We can do it,'" Meyerhoff said. "I didn't have any bonafide offers for Spectacular Bid other than Claiborne's."

Without getting into a bidding war, Meyerhoff, the Maryland developer whose Bid won the Kentucky Derby and Preakness and now is racing sensationally as a 4-year-old, agreed to a deal with Seth Hancock of Claiborne Farms, which with Spendthrift is the class of the Bluegrass breeding farms.

Hancock put together a $22 million deal.

The economics of the throughbred industry are staggering. As more pressure comes from more states for more racing -- and so more horses -- thoroughbred breeding is working practically at assembly-line speeds. In Kentucky alone there are 50,000 thoroughbreds on 350 farms. With demand for mares rising yearly, with the product so diluted by overbreeding to fill races that owners will pay very big money to breed to a top stallion, and with wealthy sportsmen looking for a tax shelter that is fun -- well, in cases like this, it is not very hard to sell Spectacular Bid's stud services for $22 million.

It is very easy.

"I made up a list of 50 people who I thought would be good for the horse," said Hancock, 30, who took over Claiborne seven years ago when his father, A.B. (Bull) Hancock, died.

"Then I picked what I throught would be the 19 best. Who was the best mares? Who has done the best job racing horses?"

You will notice that Hancock's qualifications mentioned money not at all. It would cost $550,000 to become a member of this syndicate. For your $550,000 you get one breeding right a season for the life of Spectacular Bid (not the two for the first five years and one thereafter of the supposed $40 million deal). For your $550,000 you get one extra date every three years.

"I asked 19 people," Hancock said, "and they all jumped in."

The syndicate roster reads like a racing Hall of Fame. Nelson Bunker Hunt. Ogden Phillps. Paul Mellon. Warner Jones. Will Farrish. William Haggin Perry. Hancock bought a share for the farm, in addition to the four shares coming to him as manager of the syndicate.

"We wanted the horse to stand in Kentucky, especially at Claiborne, and so we committed to Seth a year ago," Meyerhoff said. "I think Claiborne is the best because Seth has access to the best mares."

That is important to Meyerhoff because, as part of the syndication deal, he gets foals from the members' mares. It works this way: When Nelson Bunker Hunt say, chooses a mare to breed to Spectacular Bid, Hancock can tell the billionaire to bring along another mare to be bred; then Meyerhoff gets one of the foals.

For Meyerhoff, that is as nice as the $11 million he gets.

"We're not in the breeding business," he said. "We came in to run horses. That's why we're racing Bid as a 4-year-old when the safest thing would be to put him to stud. It's costing us $1.4 million in insurance premiums just to race him this season. (Bid is insured for $22 million against an injury that would keep him away from all those Bluegrass lovelies.)

"We've had great fun racing him, and we're looking forward to racing his progeny."

Gambling on horses is risky, so I took the money." -- Buddy Delp, Spectacular Bid's trainer, explaining why he took $1.5 million instead of a breeding share in his hero.

Thoroughbreds are fragile and mostly crazy. Driving into Spendthrift Farm past the two-acre paddock with Nashua's name painted on the top rail of fencing, you see a sign: "Do Not Touch the Horses." If you touch one of these majestic creatures, the inspiring piece of Lord's work will bite off your hand. Thoroughbreds are nervous breakdowns with manes.

And if it isn't their nervous systems going awry, it's a silly little bone somewhere. These horses are bred to run fast. Centuries of inbreeding have produced elegant animals that lift our hearts by running like the wind; they also have produced brains so limited that if a horse doesn't do his duty instinctively, he cannot be given a book, say "The Joy of Stud," and be asked to pretty please go to work.

"Breed the best to the best and hope for the best," is the horseman's prayer, for he knows not how any union will turn out.

That's why, in 1936, Leslie Combs invented the syndication of stallions that is the rule today rather than the startling exception of 40 years ago.

Grandson of an old Kentucky horseman with 126 acres on Iron Works Pike just outside Lexington, Combs -- by guilde and sweat and furious good luck -- built Spendthrift into a 6,000-acre factory whose stable of 25 stallions and 350 mares turned out about 200 foals a year.

Now 78, Combs has handed over the operation to his son, Brownell, 47, who, with the $14.4 million syndication of Affirmed and $12 million deal for Seattle Slew, both Triple Crown winners, raised to dizzying heights the practice Leslie Combs created out of the sure knowledge that, as Delp said, gambling on horses is risky.

"Uncle Brownell gave me some mares," Combs said in his office, where he has photographs of himself with an assortment of beautiful women, governors and a pope, "and my grandma gave me some money to start out. I'd been in the insurance business in Huntington, W.Va., until I came home to the farm.

"But I couldn't breed to any good stallions. Didn't have enough money. I didn't want to put all my money in one stallion, anyway. In racing, you have to scatter you play. I got me 10 or 15 men together, a partnership we called it, and we spread our money around."

Combs' first syndication, he said, was of the stallion. Alibhi $12,000 per share, 30 shares out, a total of $360,000.

"Nashua was the first big one," Combs said.

In 1955, when Nashua was winding up a career in which he won 22 of 30 races and nearly $1.3 million, Combs and two partners bought the horse by sealed bid of $1.2 million.

"I got the money back right quick by syndicating him for that 1-point-2," Combs said.

The Alibhi and Nashua syndications are milestones in thoroughbred history, all Combs' doing, but now the old horseman thinks the business is getting out of hand.

"That $22 million for Spectacular Bid is absurd," Combs said. "It's just too high. How the hell you gonna make any money that way? It's too high. It's gotta come down. It's a matter of survival. When you get to a half-million a share, how the hell do you tell if a horse is worth it?"

Brownell Combs on the same subject: "The $22 million is not absurd at all. It's inflation."

In 1975 Combs syndicated Wajima, the 3-year-old champion, for $200,000 a share. By 1978 a share in Seattle Slew cost $300,000 and a year later it was $400,000 for Affirmed. Spectacular Bid's $550,000 is just another step up in inflation, Combs said.

"I could buy, in 1975, with $200,000 just about what I can with $500,000 today in terms of farmland and horses," Combs said. "So, really, the difference isn't that much. Sure, the prices shouldn't be so high. But the dollar shouldn't be what it is, either."

Added to the inflation, Combs said, is the emergence of an international market for top horses. That also drives up prices.

"Horses are now an international commodity, just like art and gold and silver," he said. "They're freely traded between countries. A lot of people ask me, 'If we're in a recession, why do horses keep going up?' If one country's money is running weak, another's is strong -- that's why horses are selling to Arabs and Greek shipping magnates and British gamblers."

"If you throw a damn dog in a lake, he's gonna swim." -- Seth Hancock, explaining how he took over Claiborne at age 23.

Seth Hancock went to Harry Meyerhoff last spring before Spectacular Bid even ran in the Kentucky Derby, and told him Clairborne would like to syndicate the horse. Hancock also told Meyerhoff what the owner would be getting in the syndicate manager, this young fellow named Seth Hancock.

"I wanted to explain to him that I'm not a partygoer, not a gladhander talking up a storm," Hancock said in his office, where there is not a single picture of himself. "Everybody said I was stupid for saying Secretariat's first crop was bad. But I'm not going to lie. It was bad. The second crop was good, and he's doing great now."

Bull Hancock, a master horseman for 40 years, died after a three-week illness in September of 1972. Seth was only a year out of college. He had earned two cents a gate as a kid, opening and shutting them as his father drove around the 3,200 acres of Claiborne, and he had worked alongside the 125 fulltime employes at all levels from mucking stalls to foaling. Bull Hancock had his son in line to take over, but not so soon.

"Hell, no, I wasn't ready," Seth Hancock said. "Daddy died in September and I syndicated Secretariat in March the next year. I didn't even know what a syndication was when Daddy died. I was 23 years old and I probably was too dumb to know the impact of what I was doing."

What he was doing was unheard of. He was syndicating a top horse before the horse's 3-year-old races. And he was asking $190,000 a share, $6.8 million in all for a horse that hadn't run a step in the season that makes a horse's reputation.

"People heard that price and they said, 'Hell, you'd think he had already won the Triple Crown instead of getting ready to run in it," Hancock said.

"I told them, 'He's a half-brother to Sir Gaylord, a top horse; he's by Bold Ruler, a great sire of sires; he's great looking, and he's the 2-year-old champion. That's four things you could never take away from him."

Everyone said count me in, kid.

And when Secretariat did win the Triple Crown, Hancock's reputation was made. Now 30, he conducts a breeding operation that is so complex it uses computers that store 60 years' worth of racing statistics on every mare and stallion that ever set foot on a track anywhere in the world.

Claiborne produces 200 foals a year from stallions with names such as Secretariat, Hoist The Flag, Nijinsky II, Damascus, Riva Ridge. Come December at the latest, maybe earlier if Spectacular Bid retires before then, Hancock will have a library stall ready for the $22 million horse.

And sometime early next year, Spectacular Bid will get his chance to prove that he's a lot smarter than Top Knight.