SAN DIEGO -- The 101-year-old America's Cup Deed of Gift is clear on its purpose. "This Cup is donated," it says, "upon the condition that it shall be presented as a perpetual Challenge Cup for a friendly competition between foreign countries."

So let's hear from the friendly leaders of the two teams that square off this week in the most unusual series in the 137-year history of yachting's crown jewel.

In the red, white and blue corner, wearing the Marlboro, Merrill Lynch and Pepsi logos, defending champion Dennis Conner, 220-pound skipper and team leader of the wing-sailed catamaran Stars & Stripes:

"I'm fed up with defending myself and the Stars & Stripes team for having a fast boat . . . If Michael Fay's boat is as slow as he says it is, it's his own darn fault.

"Fay and his lawyer, Andrew Johns, apparently didn't have a plan about what to do when they started to get beat up in the last rounds of this fight. So now their plan is to set the world up for a lawsuit by whimpering about us being unfair or sailing too fast a boat . . . .

"Well, we aren't giving up. And if he thinks the rules are unfair, he has only himself to blame."

And in the white corner, in snowy yachting togs unsullied by corporate logos or dogma, merchant banker Fay, head of the $10-million New Zealand effort and one-man moneybags behind the long shot, 132-foot, single-hulled challenger:

"If Dennis Conner knew anything about sportsmanship he would have answered our challenge with a monohull boat like ours. Instead, he decided to guarantee himself a shabby win on the water with a catamaran . . .

"I don't think he's fooling anyone, particularly not the news media covering this event. He's insulting everyone's intelligence . . .

"Maybe he doesn't want the real facts to emerge. In a bid to achieve this, I challenge Conner to a public debate on television . . ."

The Conner-Fay war of words came last week after Conner announced selection of his newest, wing-sailed catamaran rig for the best-of-three Cup series that starts Wednesday. But their acrimony dates back 1 1/2 years to Fremantle, Australia, where the two fought to win the Cup from Royal Perth Yacht Club and Conner prevailed.

At the time, Fay responded to compliments on his fine showing -- second-best in the first Cup regatta New Zealand ever entered -- bitterly: "We didn't win the prize," he said with cold finality, while Conner flew off to a ticker-tape parade in frigid New York.

Now they're back, yachting's odd couple, spitting and feuding again in public, and the only relief in sight is the racing itself, after which Fay has vowed to take his case back to New York State Supreme Court, to argue once more that this regatta is an illegal mismatch.

Fay clings firmly to the belief that Conner's catamaran violates the spirit of the Deed of Gift, and that a defender is required to answer any Cup challenge in a friendly fashion, with a boat "like and similar" to the challenger's. Otherwise, says Fay, "It's not a match."

Conner maintains there was nothing friendly about the challenge in the first place, that it was a "sneak attack" designed to keep out all other competitors.

Whoever wins in court, there is in the meantime a race to conduct, and never has an odder pair gone to sea in pursuit of the same prize.

Here, then, is a brief look at the rivals and the task ahead. Eight Men Called Peter

The 40-man crew of New Zealand finally has devised an onboard communications system based on hand signals. "At first it was a nightmare," with everyone yelling or using malfunctioning walkie-talkies, said tactician Peter Lester, one of eight Peters on the New Zealand crew, which didn't make things easier.

At 132 feet, with a deck like a small aircraft carrier's, the Bruce Farr-designed New Zealand is grander than any boat raced seriously in the last half-century and unlike any design ever built. The mainsail alone weighs a ton, and many loads aboard are beyond human scale. So it takes a carefully choreographed work crew to run her.

Of the 40 men, 22 actively operate the boat, including eight burly grinders working the winches below decks. The other 18, including Fay himself, are movable ballast, scurrying side to side to perch on wing-like deck structures to help level the boat against the force of the wind.

Skipper David Barnes, 30, a veteran of three world championships in the 470 dinghy class, said the boat is responsive for her size and sails smoothly. But at 60,000 pounds, dragging a 21-foot-deep, lead-ballasted keel through the water, he said she's no match for Conner's cat, which skims the water like a bird.

"If it's a straight race with 8 to 12 knots of breeze," said Barnes, "it's a horizon job, no question," with Stars & Stripes disappearing over the visible edge of the world. "We appreciate the odds against us, but we can't afford to give up." The Ice Boat

Meantime, Conner, 45, recently upped the catamaran crew from seven men to nine after his new, taller wing sail proved the fastest rig yet. At 108 feet above the water, the three-part, vertical, articulating wing is as big as a 747's and creates enough power that the extra men were needed to keep the 6,000-pound cat on its feet.

So quick is acceleration, the crew calls it "ice-boating" when Stars & Stripes skitters downwind and begins creating its own wind, much as an ice boat does, said codesigner Dave Hubbard.

Conner said on a downwind leg, scooting along in 10 knots of breeze, it feels like 25 or 30 knots of wind shrieking across the rope netting of the deck.

New Zealand spies have clocked the cat at 21 1/2 knots, four or five knots better than their best speed.

Conner, a veteran keel-boat sailor and the most practiced 12-meter sailor in Cup history, took on an unfamiliar task in learning to steer the flighty cat, but design coordinator John Marshall, who sailed with Conner in previous Cups, said he was a quick study.

"It's like taking the best Formula 1 racer in Europe and putting him in an Indy car," said Marshall. "The first day, if he goes all out he'll probably hit the wall. But give him three months and he'll become the best Indy driver around. And Dennis has had more than three months."

Moreover, Conner has aboard two world-class catamaran racers, Cam Lewis and Carl Buchan, who advise him on tactics and trim the sails. Can New Zealand Win?

Yes, all agree, but it's not likely. Barnes, the skipper, said if the wind goes light, under 5 knots, his boat ghosts along well while the catamaran slows. Unfortunately, neither boat is likely to finish the 39- to 40-mile course in the required seven hours if the wind stays at 3 to 4 knots.

What Barnes hopes for is light breezes to put New Zealand ahead, then a building breeze late in the day to provide the speed to finish. It's asking a lot in San Diego, where the breeze generally dies late in the day.

New Zealand's other victory scenarios are a breakdown on Stars & Stripes, Conner's severest worry after several breakages, including a serious collapse of the bow-rigging this week that almost brought the wing sail tumbling down, or a foul during racing.

As for fouling, Conner, master match racer, is expected to stay well away from the New Zealanders to avoid it.

But neither is a runaway likely, said Conner. To win by 40 minutes, he'd have to let New Zealand out of sight. "Forty minutes is five miles, and we don't have that much visibility," said Conner.

Conner's plan, instead, is to get ahead and then control the other boat by staying between it and the finish. You can't control something you can't see, he said.

In his best-case scenario, Stars & Stripes would forge to a mile lead or so, then sail conservatively the rest of the way to assure no breakage.

Which infuriates Fay, who says Conner actually will sandbag, sailing slowly to keep the race close so it doesn't look like the mismatch Fay insists it is. Whither the Cup?

Neither side welcomes a repeat of the current chaos. Both Conner's San Diego Yacht Club and Fay's Mercury Bay Boating Club have issued notices of intention to defend, should they win, and both are said to have "friendly" challenges in pocket already.

Both said the goal in future is mutual consent between challenger and defender, as suggested in the deed, so that a class of yacht can be agreed upon and all interested international contenders can participate.

But both also cautioned that the Deed of Gift is a wide-open document that also endorses Fay's type of challenge, and without mutual consent, the same thing could happen again.

Said Conner, "If it does, it could be the end of the America's Cup."

First, though there's a race to run. Just a little "friendly competition between foreign countries," if you please.

STARS & STRIPES LENGTH OVERALL: 60 FT. LENGTH AT WATERLINE: 55 FT. BEAM: 30 FT. DRAFT: 12" -- 10 FT. DISPLACEMENT: 6,025 LBS. SAIL AREA UPWIND: 1,300 SQ. FT. SAIL AREA DOWNWIND: 1,800 SQ. FT.

Conners' key crewmen: Stars & Stripes maximum crew of nine would include Conner, tactician Tom Whidden and navigator Peter Isler, both of the 1987 Cup crew; sail trimmers Carl Buchan, Randy Smythe, John Wake and Bill Trenkle, and grinders John Barnitt and Cam Lewis. Conners expects to substitute three different crew members for the second race.

Barnes' key crewmen: New Zealand's brain trust consists of Barnes, tactician Peter Lester, navigator Richard Morris, plus yacht designer Bruce Farr and sails coordinator Tom Schnackenberg, both of whom will lend onboard advice.

Under terms of the 100-year-old Cup Deed of Gift, the regatta will be best two-of-three races on an ocean course off San Diego. The first race will be 40 miles long, 20 miles directly upwind and then 20 miles back downwind to the start/finish line. The second race is on a 39-mile triangle course, the first leg 13 miles directly upwind and the next two diagonally off the wind and back to the finish. The third race, if necessary, will be on the same course as the first. All races start 3 to 4 miles off Point Loma.

The races start at 3 p.m. (Eastern time) Sept. 7, 9 and 11 (if necessary.) Only ESPN will provide live TV coverage.