SAN DIEGO -- The America's Cup Deed of Gift leaves no doubt of its intent: The 140-year-old event is supposed to be a "friendly competition" among yacht clubs of foreign nations.

So where are the yacht clubs?

When the 1992 Cup regatta begins next January, the two organizing bodies will be sophisticated marketing groups managing complex international TV productions and multimillion-dollar promotional budgets; the yacht clubs have been shunted off to largely ceremonial roles.

The defense will be orchestrated by the America's Cup Organizing Committee (ACOC), which has locked up an $8 million stateside TV contract with ESPN and an $8.3 million sponsorship from the Port of San Diego. ACOC and its $31 million overall budget are working on a long leash provided by the official Cupholder, San Diego Yacht Club.

Meantime, the 12 challengers from 10 nations come under the aegis of a Challenger of Record Committee (CORC), which is negotiating overseas TV rights and already has in hand a $10 million guarantee from the French luggage company Louis Vuitton, official sponsor of five months of trials to select the challenger.

CORC was created by consent of the challengers when no yacht club from any challenging nation wanted to take on the daunting task of running the trials, with the attendant financial and legal risks.

"We will deliver a yacht club" to serve as titular challenger of record, said CORC executive director Ernie Taylor, "but because the administration and marketing is so complex, we had to hire a professional group to do the work, not a yacht club board made up of doctors and dentists."

ACOC and CORC will work side-by-side to manage an event that is expected to generate close to $1 billion in trade around the world, the bulk of it here in San Diego, where cranes and pile-drivers already are building docks and sheds for the Cup community, fast arriving to begin training.

International sponsors, meanwhile, are lining up deals with individual sailing syndicates, with the promise that their logos and advertising messages will be prominently displayed on the yachts and beamed around the world on TV.

ACOC has approved advertising guidelines allowing eight square meters of commercial advertising on each hull side (that's a patch roughly three feet high and 25 feet long), plus eight square meters on the mainsail or as much of the huge, 4,500-square-foot spinnaker as can be utilized.

Cupholder Dennis Conner flew advertising on his catamaran's little sails during the embarrassing 1988 Cup, in which he quickly dispatched the huge, 132-foot challenger New Zealand in a race dubbed "the coma off Point Loma." But the world paid little attention to that mismatch. Ads never had been permitted in Cup racing before that.

The abrupt swing to blatant commercialization this time brings the event a long way from where it was just over a decade ago, when the New York Yacht Club hosted a sleepy, summer regatta every four years or so at Newport, R.I., that involved no advertising, no logos, no live television and a barely concealed contempt for a visiting press that thundered in from around the world.

Taylor says the advertising has gone too far. "I was very much against it from the start," he said. "Our plan was for four square meters on the hull and advertising only on the spinnaker."

But Taylor said U.S. defense groups, led by Conner, pressed and won the case to increase the dimensions. Conner since has signed three major corporate sponsors, Pepsi, Cadillac and American Airlines, at $3 million apiece, but remains short of money in his quest to defend the prize he won off Australia in 1987.

Conner considers the signage opportunities in this Cup "fantastic," and his operations chief, Bill Trenkle, defended the aesthetics of the 1992 rules. "They're not going to look like stock cars," said Trenkle of the boats.

But Taylor said he hopes future Cups have much stricter advertising limits.

Tom Ehman, ACOC's general manager, defended advertising on the boats, saying the Cup itself "is not going to be overcommercialized." ACOC has no commercial sponsorship, he said, so the event will remain relatively pure, with no corporate logos dangling from the ceiling during nightly news conferences.

Further, Ehman said, "We've banned tobacco advertising, to the dismay of both challengers and defenders, and we've limited the size {of ads} to less than what was permissible" under international yachting rules for grand prix events.

"If we had our druthers, there'd be none," Ehman conceded, "but it's a modern reality and we've got to adapt to the times."

Ehman said he has three goals. "First, fulfill the terms of the Deed of Gift by putting on a friendly event and a world-class sailing competition; two, put together a world-class media center; and three, put on a world-class TV show."

To that end, he's pushed through rules changes for a new, eight-leg race course full of twists and sharp turns, a new class of ultralight, overpowered boat that should zip around and occasionally spin out, even in San Diego's notoriously light breezes, and on-the-water judging to mete out penalties on the spot, rather than settling disputes in nightly protest hearings.

It adds up to a made-for-the-media spectacle, and in this brave new world of yachting, only one thing has gone missing:

The yacht clubs.