On April 14, a front-page story in The New York Times changed all that. Much to the dismay of his enemies out west ("They're treating it like he bought three studios," groused one), Mr. Ovitz became a somebody again by digging a stubborn toe into Disney turf: the new, improved Broadway. And while Mr. Ovitz won't be transplanting his family to Gotham any time soon, those who know him say that his investment in Livent–he purchased 2.5 million shares–is a first step in Mr. Ovitz's attempt to remake himself as a New York-style mogul in the molds of his good friends, the secretive billionaires Ronald Perelman and Ted Forstmann. The new Mike Ovitz is someone who buys undervalued, troubled properties, fixes them, then either flips them for a profit or uses their stock to acquire additional companies. Said a friend, "He wants to become a turnaround artist."

Mr. Ovitz apparently intends to accomplish this metamorphosis while keeping his roots in Los Angeles. Although he is a frequent commuter to New York and keeps a diffidently furnished apartment in Metropolitan Tower (which he bought from C.A.A.), Livent's new chief executive, Roy Furman, told The Transom that "there has been no talk about relocation at all" for Mr. Ovitz. Yes, many of Mr. Ovitz's post-Disney relationships–besides Messrs. Perelman and Forstmann, there's David Letterman, investment banker Herbert Allen, real estate mogul Jerry Speyer, literary agent Mort Janklow and director Martin Scorsese–are New Yorkers. But Mr. Ovitz is very close to his parents, who live in California, and relocating would certainly disrupt the life of his oldest son, who is a junior in high school. Moreover, Mr. Ovitz's last high-profile appearance in New York did little to enhance his reputation as a media manipulator. Surfacing as a chairman of PEN International's annual fund-raiser, his presence drew scorn from the media and a number of the organization's literary lions, which seemed to leave Mr. Ovitz shellshocked at the event. At least one of Mr. Ovitz's friends also laughs at the notion of the notoriously secretive former agent loosening up enough to pass the scrutiny of the co-op board of an exclusive Manhattan building.

Mr. Ovitz's eyes and ears in New York will be David Maisel, a loyal longtime employee of Mr. Ovitz who was first with him at C.A.A., then at Disney and most recently with the mogul in his exile. Mr. Furman said that Mr. Maisel would be the one who will be traveling east. "This is an investment for Michael," said Mr. Furman.

"He sees this as a good way to cut his teeth and turn around a company," said a friend of Mr. Ovitz who still does business with him. "It is, pure and simple, a financial play for him." As for New York, the friend said: "He sees New York as a refuge. He sees it as virgin territory."

Virgin territory such as Broadway that is being plundered by some of his old comrades, as Mr. Ovitz must have seen when he recently checked out a preview performance of the play Art , with his friend and former client Sean Connery. Of course, there's Disney, which single-handedly resurrected the theater district with a relatively small investment. Mr. Ovitz's former C.A.A. partner Bill Haber has also found success on Broadway, most recently as a producer of John Leguizamo's one-man show Freak . Although Mr. Furman said that competition with Mr. Eisner, or anyone else for that matter, "never even crossed [Mr. Ovitz's] or my mind," the appearance that Mr. Ovitz has payback on the brain certainly makes him look a lot more vital than he did six months ago.

The question remains whether Mr. Ovitz's investment in Livent has any connection to another recent co-venture: his decision to build a number of sports- and entertainment-themed malls with Herb Glimcher, the developer brother of art dealer Arne Glimcher. Asked if Livent, with its roadshow theater productions, could figure into the mall business, Mr. Furman said, "not that I'm aware of," adding that he didn't know much about Mr. Ovitz's mall development plans. "When an investor puts money into different entities, there doesn't have to be any relationship [between those entities] other than that they're interesting to the investor," said Mr. Furman.

Indeed, Mr. Ovitz's decisions to invest in the seemingly incongruous businesses of shopping malls and entertainment production is not that different from Mr. Perelman's holding company, MacAndrews & Forbes Inc., owning a cosmetics company, a cigar manufacturer and a camping equipment business.

One of the things that the control-obsessed Mr. Ovitz apparently likes about Mr. Perelman's way of doing business is the billionaire's penchant for secrecy. Mr. Perelman's control is a factor of his net worth. Even with his platinum parachute from Disney (worth $190 million) and the more than $10 million that C.A.A. sources estimate Mr. Ovitz has taken in over the last few years from his sale of the agency he co-founded, next to Mr. Perelman's billionaire status, Mr. Ovitz looks like a relative pisher .

If Mr. Ovitz is indeed modeling himself after someone like Mr. Perelman (his incredible self-consciousness would never permit him to admit it), the question that looms for him is what will be his Revlon Inc. In other words, what will be the company that pushes him to the next status level of moguldom? While Mr. Perelman, after his brief but profitable fling with the media company New World Group, has shied away from the glitzy components of the entertainment business, the shuck-and-jive of the show business is exactly what floats Mr. Ovitz's boat.

"We are not bean counters," said Mr. Furman, who is well respected in the entertainment industry. (One theater producer called him a "genius.") "We are sensitive to the creative juices." And rumors persist that if Japan's Sony Corporation finally spins off Sony Entertainment Pictures into a public company, Mr. Ovitz, whose friend John Calley runs the place, could attempt a takeover and finally end up with a Revlon of his own. If Livent or his mall business doesn't turn out to be a Marvel Comics.

Nike Plants Dim Bulb in Holland?

Right before Nike Inc.'s chief executive, Phil Knight, makes an on-camera ass of himself in Michael Moore's new documentary The Big One , Mr. Moore receives a phone call from a guy named Keith Peters. At the time, Mr. Peters headed up Nike's public relations department at its Beaverton, Ore., headquarters, and he is heard (and appears briefly) in the documentary inviting Mr. Moore to come interview Mr. Knight.

Given that chief executives tend to punish anyone but themselves for their on-the-job gaffes, The Transom couldn't help but wonder what happened to Mr. Peters following Mr. Knight's squirm-inducing performance. (At one point, the Nike chief corrects Mr. Moore's assertion that 12-year-olds in Indonesia are making his company's athletic shoes for minimal wages. In reality, he says with a straight face, the laborers are all at least 14 years old.) At the New York premiere for The Big One , which took place at the Screening Room in TriBeCa on March 31, Mr. Moore told The Transom that he'd heard that Mr. Peters had been transferred to the Netherlands.

Indeed, Mr. Peters now works out of Hilversum, Holland (about a half-hour from Amsterdam), where he toils as the director of communications for Nike Europe. Reached by The Transom, he said he had been in Hilversum for approximately 16 months, which would have meant he departed not long after Mr. Knight's interview with Mr. Moore, which took place in the fall of 1996. Mr. Peters denied, however, that his transfer was some kind of punishment for not keeping his boss from being gummed to death by Mr. Moore's sweetly insidious style of confrontation. While Mr. Peters conceded that he was "involved" in the decision to put Mr. Knight in front of Mr. Moore's cameras, he said that "it's not unusual for people from Beaverton to kind of come over here and contribute to" Nike's European push. Mr. Peters was reluctant to make any additional comments about the documentary, saying: "I'm probably not the best person to be talking about it." As he pointed out, "I live in Europe now," far away from the U.S. media machine.

Vada Manager, a Nike spokesman based at the company's Oregon headquarters, said that, in many ways, Mr. Peters' transfer was actually a promotion. "As we get more involved in European issues, it's a natural evolution to have a seasoned person in a market where the brand is not as well known," he said.

The Transom Also Hears

… Despite the buzz generated by the February 1997 cancellation of his high-profile "Birthday Bash" fund-raiser, septuagenarian Senator Daniel Patrick Moynihan intends go ahead with a $1,000-a-head cocktail party on April 21 to replenish his re-election coffers for a run in the year 2000.

When Mr. Moynihan canceled the birthday event, he stated that he was doing so out of deference to the campaign finance reform movement. Still, his bagging of the Rainbow Room shindig, which had secured a guest list of 4,000, served only to fuel speculation that he might not run for re-election. And now, knowledgeable sources, who believe the 71-year-old senior Senator would like to retire, are wondering what he might do with the contributions garnered from the April 21 fund-raiser at the St. Regis hotel if he chooses not to run.

According to Federal Election Commission regulations, he can donate the money to charity, another political campaign or his alma mater, Tufts University. He cannot pocket it–though up until four years ago, he could have.

In 1989, Congress passed a law that repealed legislation allowing its members to keep excess campaign funds. It did leave one loophole: If a member had begun serving before 1980 and stopped serving before the 103rd Congress convened in January 1993, he could keep the money. Though Mr. Moynihan has held office since 1977, he did serve in the 103rd Congress. Thus, he won't be keeping the money.

Tony Bullock, Mr. Moynihan's chief of staff, acknowledged that the Senator has been equivocal on the subject of campaigning for re-election. "He's been a little coy, to be honest," said Mr. Bullock, "[but] the most recent word is that he will decide after the 1998 elections, and that he will decide after consulting his wife, Liz [Moynihan]." He added that "we are certainly operating as if he were running," and that in any event, the Senator "would comply with the law."

–Kate Kelly

… Cavorting in the nostalgia-heavy space of the old Studio 54 made at least one invitee to New York magazine's 30th-

anniversary party on April 2 behave as if it were 2 A.M. and 1978 once more. "Sodomize me!" cried über-publicist Bobby Zarem as a video cameraman zoomed in on him standing in front of a couple of drag queens. Because it was 10 P.M. and 1998, however, the remark prompted performance artist Reno to ask him: "How do you mean that?"

They're trying to replace Jerry.

The Observer has learned that the front-runner to take over the crucial 9 P.M. Thursday time slot is Just Shoot Me , which, like its probable predecessor, is a smart urban comedy that, once upon a time, the network honchos did their best to torture and maim, as only network honchos can.

NBC is about to pull out all the stops and promote the sitcom within an inch of its life, ordering the Just Shoot Me writers to create as many as four special promos to air during NBC's Super Bowl broadcast on Sunday, Jan. 25, when at least 130 million viewers-45 percent of American TV households-are expected to tune in. That's a big day for NBC, a day so big that the network is, for the first time, putting Jay Leno's Tonight Show on a Sunday night. The Super Bowl spots are coveted as they are pricy, with AT&T, Anheuser-Busch, Tommy Hilfiger and Pepsico willing to shell out the $1.3 million on average for a half-minute advertisement.

And it's the night that NBC is giving Just Shoot Me its coming-out party. No other NBC show is going to be so coddled-the promos will be broadcast during the pre-game show, the Super Bowl itself, the post-game wrap-up and Third Rock From the Sun , which will air directly afterward.

Once the decision was made, as one executive said, to "put some oomph" into Just Shoot Me during Super Bowl XXXII, the White House almost put the kibosh on it. Presently, Just Shoot Me airs at 9:30 P.M. Tuesdays, a slot that after Super Sunday was to be pre-empted by President Clinton's State of the Union address. So that week, NBC will move the sitcom to a Thursday time slot, before or after Seinfeld for maximum exposure.

Also, at NBC's midseason press tour on Jan. 17, Just Shoot Me will be one of only two non-rookie shows to participate in a full event. Nevertheless, NBC is still planning on keeping things close to the vest. After all, what's the point of being a network bigwig if you can't make secret decisions and splashy announcements that can turn around fortunes overnight, like the Super Lotto of network TV? NBC executives are beginning to talk up Just Shoot Me as smart enough, mature enough and in really good shape to lead into the huge ER audience.

"I hear that we have a good shot at taking over the Seinfeld slot," said one source at Brillstein-Grey Entertainment, whose Brillstein-Grey Communications owns the show, along with Universal and ABC's parent, the Walt Disney Company. Just Shoot Me 's creator and executive producer, Steve Levitan, said he hasn't heard anything official, but he is making Hollywood-style rim-shot jokes about the move: "It's not really Seinfeld 's time slot we want," he said, "it's their office space. They have a really big fountain."

Industry speculation about Seinfeld 's successor has centered primarily around Frasier , Third Rock From the Sun , Veronica's Closet and Seinfeld character spinoffs. But all of those shows are booby-trapped. Frasier is holding its own against ABC's Home Improvement , and NBC is loath to move it. Plus, the sitcom's studio, Paramount Studios, could make unreasonable demands, like insisting that if Frasier is moved to Thursday, then Nathan Lane's new Paramount-owned sitcom must get the protected 9:30 P.M. slot no matter what.

Third Rock is believed too weird, and Veronica's Closet too femme to reproduce Seinfeld 's huge ratings, though the latter sitcom has the advantage of being the brainchild of both Bright-Kauffman-Crane Productions ( Friends ) and Warner Brothers Television ( ER ), two production entities that have been the beneficiaries of considerable buttering up by NBC Entertainment president Warren Littlefield. (NBC made an incredibly cushy deal with the pair whereby Bright-Kauffman-Crane is to come up with another sitcom without any Warner Brothers deficit financing. In the TV industry, it's being referred to as the ER bribe.)

As for a Seinfeld character spinoff, still to be determined, it looks increasingly remote that one would be ready by next fall. Echoing the private thoughts of many Hollywood TV agents and executives, Jason Alexander (he plays "George Costanza" on the Seinfeld television series) told a Los Angeles radio station recently that any spinoffs are "a couple of years" off because of the ubiquitousness of Seinfeld 's syndication "where we appear 17 times a day as our characters.… I don't really think the four of us have spinoff potential," he added.

Still, a TV Guide poll conducted soon after the Seinfeld news broke showed that the show's fans most want to see Michael Richards' character, "Cosmo Kramer," in a spinoff. But the most likely character to make it to the small screen first is "Elaine Benes," played by Julia Louis-Dreyfus. The actress' husband, sitcom producer-writer Brad Hall, has a huge overall production deal with Big Ticket Television, a subsidiary of Spelling Entertainment Group, as well as a major commitment with CBS to create, produce and supervise three shows.

NBC's Thursday-night problem becomes bigger if ER goes up for grabs. The network begins its exclusive monthlong negotiating period with Warner Brothers on Feb. 1, but already both Fox and CBS have said they await with cash, which is why NBC would like to settle on Seinfeld 's successor. That the front-runner is not just a dark horse, but one whose potential Mr. Littlefield and his senior vice president for program planning and scheduling, Preston Beckman, didn't see at first, has generated even more flop sweat in the halls of NBC.

The two senior executives have been acknowledging their shortsightedness in not seeing the importance of Just Shoot Me . "They didn't quite get the show, and they don't try to hide behind that fact now and claim, 'Hey, we believed in it all along,'" said one source. "Now, they say, 'Look, we didn't know what we had.'"

Set inside a glossy New York magazine that's Cosmopolitan meets Condé Nast, Just Shoot Me stars Laura San Giacomo, George Segal and David Spade and snappish writing about fashion, journalism, models, sex and silicone.

Two NBC vice presidents, Karey Burke and Steve McPherson, reportedly fought for the sitcom. But Mr. Littlefield and Mr. Beckman were less than thrilled with it. As with Seinfeld , Just Shoot Me was first rejected, then ordered, by NBC. Seinfeld 's initial pickup was the smallest in network history-just four shows; Just Shoot Me 's initial pickup was six. Seinfeld 's ensemble cast was deemed too Jewish by then NBC Entertainment president Brandon Tartikoff; Just Shoot Me 's ensemble was deemed too ugly-when Mr. Littlefield saw the finished show, he was reportedly horrified that the hot vixen of Sex, Lies and Videotape , having recently given birth, had become a little dumpy. Meanwhile, Don Ohlmeyer, NBC's West Coast president, asked the writers to add some male eye candy.

At the time, Mr. Littlefield was just starting his string of sitcoms created around sexy female celebrities, whose talent was as slight as their waistlines. Indeed, his favorite pilot that season was Suddenly Susan , starring Brooke Shields. (That it was also a Warner Brothers show didn't hurt, either.)

Just Shoot Me was suddenly in competition with Suddenly Susan for the Thursday 9:30 P.M. time slot. "What does NBC do?" said one insider. "They pick up Suddenly Susan , fire the executive producers, put new show-runners on it and completely change it." Then, according to informed sources, NBC proceeded to rip off the Just Shoot Me pilot to beef up Suddenly Susan , which was suddenly (like Just Shoot Me ) based on a hip magazine, suddenly had a randy photographer, was Suddenly Shoot Me . "I know for a fact they stole jokes," disclosed one insider.

Mr. Levitan had expected better treatment. The veteran writer and producer got his start on HBO's The Larry Sanders Show , moved to Wings and Frasier and established himself as a player on NBC's farm team. According to a source, when NBC asked Mr. Levitan for favors-for example, writing jokes for Men Behaving Badly , which was down in the ratings-he obliged.

When Just Shoot Me finally premiered on March 5, 1997, it barely had a sporting chance. First, it was the last in a long line of mediacentric sitcoms. Then, it was given a Wednesday 9:30 P.M. time slot-NBC's equivalent of dead air. But NBC hadn't counted on critics liking it. Ms. San Giacomo, who had slimmed down over the summer, began wearing miniskirts. The show was awarded the 9:30 P.M. Tuesday slot after Frasier , where it managed to hold onto 97 percent of the audience, more than that among 18-to-49-year-olds. Woody Allen did a voice-over. And people began to watch. Soon, Just Shoot Me had knocked off its only direct competitor, ABC's Hiller and Diller , which was doted on by Jamie Tarses, the embattled president of ABC Entertainment. NBC began leaving the show alone.

The decision on Seinfeld 's successor may all come down to economics. NBC, despite repeated denials, continues to promote its own in-house productions over those from other studios-the lackluster NBC Studios sitcom Working is the only show besides Just Shoot Me receiving a Super Bowl spotlight. By contrast, Just Shoot Me is a mongrel. Its owner, Brillstein-Grey Communications, is in turn partly owned by Universal Studios Inc. and partly financed by ABC. Which means parent companies Seagram Company Ltd. and Disney have equal 30 percent shares in the show, according to informed sources, and suddenly feel they've got a good investment in Just Shoot Me .

All stand to make piles of money if Just Shoot Me becomes another Seinfeld -unless Warner Brothers demands the Thursday 9 P.M. time slot as a condition for renewing ER .

On one hand, his network is still No. 1. On the other, NBC seems to have just finished second to the patchwork schedule of chafing-at-the-bit, insurgent CBS in the November competition for household supremacy. On one hand, Mr. Littlefield broadcasts the two most-watched shows on television: E.R. and Seinfeld . On the other, both are threatening to leave him- E.R. by crossing the street to CBS or whoever wants to pay $10 million an episode, Seinfeld by taking early retirement. On one hand, he's the most successful executive in TV. On the other, he's in the Dangerfieldian position of being constantly mocked, questioned and second-guessed. On one hand, at seven years at NBC, he is closing in on keeping his position longer than any entertainment head in modern TV history. (Brandon Tartikoff held his job for 11 years.) On the other, he's constantly hearing that he is history.

In other words, as a network executive, he's as shaky as … a fiddler on the roof.

Paul Simms tells an anecdote that may illustrate why.he has enemies and admirers in Hollywood. Last spring, a Rolling Stone writer profiling the News Radio executive producer quoted him calling Mr. Littlefield "a cocksucker"; Rolling Stone lucked into being there when Mr. Simms was upset after a meeting he'd had with the NBC programmer. Mr. Littlefield did not cancel Mr. Simms' middling-ratings show. And at News Radio 's wrap party last spring, Mr. Littlefield himself came down to deliver the renewal news. Mr. Simms had fallen asleep on a couch in his office and was late to the party. Unable to wait anymore, Mr. Littlefield left a note saying that the show had been renewed which began, "Hey cocksucker." Mr. Simms said that the incident changed his perspective on Mr. Littlefield-who had good reason to kill the show, based on its ratings. (Mr. Simms added that he kept the note as a memento.)

But the sweeps period-the 28-day championship competition among the networks for advertising dollars-ends Nov. 26, and the first results are coming in. People aren't watching the big three networks-the number of Americans watching them is 32 percent lower than it was 10 years ago. ABC, courtesy of its demoted programming chief, Jamie Tarses, the Ellen boycott and the Nothing Sacred brouhaha, got the most attention. Fox did better with the most flash and trash. That was expected.

But something else happened: For the first time in three years, NBC had lost the fall ratings battle to the insurgent CBS. Driven by a tremendous win by a Hallmark Hall of Fame presentation starring Matthew Modine that gave CBS its highest rating on a made-for-TV movie in almost seven years, CBS was declared the imminent winner and sweeps champ by Daily Variety . CBS! The frumpy network of middlebrow favorites like Touched by an Angel and old war horses like 60 Minutes and Murphy Brown . Behind the scenes, the conventional wisdom in Hollywood is that despite its smooth demographics (NBC rules among 18- to 49-year-olds) and the stupendous profits that go in tribute to parent General Electric, NBC is showing what it might look like in a not-so-distant future when Seinfeld , already winding down, retires, and E.R. goes to the highest bidder: Fox or even CBS, if NBC won't pay its producers $10 million per episode.

"Anything less than a 15 [rating] is a disaster for them," said one network producer. "They're hurt by Melrose Place -they want the same audience-by Buffy the Vampire Slayer and by football. Sunday night, it's like it's dark from 7 to 9. Tuesday, O.K., a strong second or weak first. Wednesday is a black hole until Dick Wolf saves them at 10 [with Law & Order ]. Thursday night is the best in the history of television. This summer, they're going to get clobbered on Friday night. Saturday, they misjudged totally. They thought the strength of the schedule was Profiler , but it started late because [its star] Ally Walker is pregnant and couldn't start shooting until September."

It may not be tsoris time at NBC, but at the very least it's November, and not a warm Los Angeles El Niño November but a cold Wake-Up!-We're-Owned-by-G.E.-Which-Is-Run-by-Neutron-Jack-Welch kind of November. And the NBC executives, led by president Robert Wright, NBC West Coast president Don Ohlmeyer and Mr. Littlefield, have to feel a bracing chill from the east.

Mr. Littlefield in particular is in terrible trouble, partly because he's No. 2 to Mr. Ohlmeyer's No. 1, partly because a lot of people in Hollywood don't feel constrained about mouthing off about him. One person used the word "flea" to describe him. NBC former president and chief executive Fred Silverman called him "arrogant."

"What kills Warren is that he's not one of the guys," said a top television agent who admires Mr. Littlefield. "He doesn't care about being one of the boys' club. It doesn't matter whether he does a good job or a bad job. When it comes to Saturday, he's not out on the golf course. He's with his family in a restaurant. You hear a lot about how he's cold and aloof and all that crap. But he's not any more awful than anyone else."

Clearly, he and Mr. Ohlmeyer are partners, Mr. Littlefield being willing and able to do take the pitch meetings, read the scripts, return the phone calls that Mr. Ohlmeyer doesn't want to trouble himself with. (Young agents in Hollywood point out that Mr. Littlefield returns their calls promptly.) But their Plan A, turning NBC into a comedy boutique, obviously didn't work. With the exception of a lull in the early 90's, NBC has, since its turnaround in 1984, been the network that seemed to best manage to achieve critical success and dominant numbers.

And Mr. Littlefield, who has made his career as a comedy nerd-"a comedy D-boy" in L.A.-talk -now faces losing Seinfeld to the ether and E.R. to Fox or CBS. Is it time to go to Plan B?

Not if you talk to the advertisers. NBC makes $5.2 billion in profits for G.E., and its revenues-from its advertising rates-are largely dependent on the ad rates it can charge based on its audience size, and the youth, sex and income makeup of that audience. For years now, since The Cosby Show and Cheers made NBC America's dominant network-in the sense that CBS owned the 50's and early 60's and ABC owned the 70's-with the 90's advent of Friends , Seinfeld and Frasier , NBC has had what passes in network television for magnificent demographics. And since November 1994, the network has amassed eight straight sweeps victories.

"NBC is doing great. I think everyone's very happy with the performance of the new programs," said Paul Schulman, head of the Manhattan-based ad agency which bears his name. "True, the real numbers are down from a year ago, but that's not a big deal. The real problem for NBC for a change was that the miniseries didn't work. But Tuesday and Thursday are still enormous successes." Indeed, NBC's Thursday night of Nov. 20 drew twice the number of viewers of any other networks.

But that staggering lead was cut to the quick this ratings period. Yes, CBS won the miniseries wars with Vanessa Redgrave and Nastassja Kinski's trash triumph in Bella Mafia . (NBC played Ed Wood with its disastrous House of Frankenstein .) But when the two networks were matched up show to show, NBC, based on past wins, should have left CBS standing in the gate. It didn't.

So, with E.R. , Seinfeld and the fact that for the first time, NBC has fewer households watching it than are watching CBS, Mr. Littlefield and Mr. Ohlmeyer have some hard thinking to do. Specifically at issue is the network's need to legitimize hits before or behind Seinfeld , E.R. , Friends and Frasier . So is its choice to move Suddenly Susan , Fired Up! , Men Behaving Badly and The Naked Truth -formerly Seinfeld -night fake hits-to anchor positions this season, where they quickly sank.

Even people who do business with NBC, people who are treated like kings by the network, are grumbling about weak links at NBC. Said one senior agent at a major television agency, "The schedule this year is the most vulnerable it's been in some time. If Seinfeld doesn't come back next year, you've got a big hole. They've got too many marginal shows. Some of them are even ours."

If you're Warren Littlefield, it's time for Plan B. As one confidant of Mr. Ohlmeyer warned at the start of this season, "If NBC falls apart this fall, the finger can be pointed directly at Warren Littlefield ... Because he's the one who went to the mat for this particular schedule."

That schedule was considered a big gamble last May when it was introduced because it was overloaded with situation comedies-18. Eighteen situation comedies pretty much defines a network schedule (they usually run 12 a week), but NBC has made the situation comedy its particular trademark, and its biggest ones were so big that Mr. Littlefield felt they could float a schedule.

The idea of four nights of sitcoms was risky but rooted in financial realities. TV movies and miniseries are wretchedly expensive, while a sitcom is not just cheap to make but can grow, as Cosby or Roseanne , to become an industry unto itself. "Look, the financial guys would like for it to work," said one producer. "It makes more sense to do them because they're cheaper to produce, and you collect more money for advertising. Dramas and movies are expensive to produce." Still, when Mr. Littlefield announced the fall 1997 schedule, however, industry analysts had a jolt: The entertainment president had tried a similar strategy in the early 90's, only to crash and burn.

Things were so bad at NBC by the end of 1992 that Bill Cosby was making mischief by attempting to form a consortium to purchase the network. Even Mr. Welch was engaging in serious talks to dump NBC.

Enter Don Ohlmeyer. It was Christmastime 1992, when the onetime NBC president and chief executive Fred Silverman and other television executives emeriti began receiving calls from Robert Wright, the president of NBC, asking who to bring in to pull NBC out of its free fall.

"We had four or five different conversations during Christmas," Mr. Silverman said. "He put it on the basis that 'We've got to make a change.' I said, 'It's about time.' I don't think Warren knew anything about it."

On Feb. 3, 1993, Mr. Ohlmeyer was given the network to fix. That Mr. Littlefield was allowed to stay remains to this day one of the most speculated-upon topics in television circles. In a taped conversation for this article, NBC's entertainment president Brandon Tartikoff, who died in August 1997, said he had spoken to Mr. Ohlmeyer about it. "Don told me once, 'Look, I don't know where half the bodies are buried,'" said Tartikoff. "'I'll keep him around for a while,' and after a while, he said, 'Well, this isn't bad. Warren does a lot of the menial stuff. He organizes the meetings. He's a great out box. In other words, he does all the shit you don't want to do. I mean that he's very administratively sound. If you give him a list of 20 things that you want done, he will not go home until those things are done.' And finally Don said, 'Look, if he leaves, I'm probably going to have to find somebody just like him.'"

Mr. Ohlmeyer, once brought in, focused on promotion, Jay Leno and comedy, (bringing to NBC Carsey-Warner's Third Rock From the Sun ) after ABC passed. Mr. Ohlmeyer and Mr. Littlefield worked well as a team, and the payoff was spectacular. Neither Mr. Ohlmeyer's outspoken support of his friend, O.J. Simpson, departing NBC executive Jamie Tarses' claim that he sexually harassed her, nor a profoundly uncomplimentary Wall Street Journal profile detailing bad behavior by Mr. Ohlmeyer could deflate NBC's success. Nor, for that matter, did Mr. Ohlmeyer's stay in December 1996 at the Betty Ford Clinic. (His friends-among them NBC chief executive Robert Wright-had run an intervention in order to convince the executive that he had a drinking problem.)

While Mr. Ohlmeyer was away, Mr. Littlefield attempted to emerge from his boss' shadow. Mr. Littlefield had a big investment in coming into his own: He had spent years in Brandon Tartikoff's shadow and then, when he finally got the title for his own, too much time trying to prove he was more than an overpromoted lackey. Mr. Ohlmeyer's absence provided him with the opportunity. What did he do with it? He launched a flotilla of situation comedies, then tested them, one by one, after Seinfeld : Suddenly Susan , Fired Up , The Naked Truth all had the same protected time slot-9:30 P.M. on Thursday at some point or another. Then Mr. Littlefield decided to let them fend for themselves on Monday. Their first week out, the shows deflated by nearly half.

"You know, the rule of thumb in sitcoms is to hire funny people," said one source, but, he said, Mr. Littlefield has been hiring a "whole succession" of beautiful women-Brooke Shields, Jenny McCarthy, Lea Thompson-who are "not funny." The problem, said a veteran TV agent, is that Mr. Littlefield has "too much experience, and in this business just because you've tried it so many times and seen it fail, you don't try it anymore. You get stale."

And no matter what the advertisers say, there have been several high-profile screw-ups at NBC. The network had a chance to get in on the ground floor of what would become The Rosie O'Donnell Show . Eager to do a talk show based on the West Coast, Ms. O'Donnell did a week of tests, but sources said that Mr. Littlefield was underimpressed. The rest, of course, is history-Ms. O'Donnell landed at Warner Brothers, which is syndicating the show, and for which the NBC-owned and -operated affiliates have to pay through the nose.

The network's negotiations for renewing Frasier were protracted, but those for Seinfeld became media circuses, with the negotiations dragging on so long-the producers of the show eventually got $5.5 million per episode-that the show's leaving NBC started to be posited in the trades and daily newspapers.

Then came the E.R. debacle. It's particularly rich, as the show was the baby of CBS Entertainment president Leslie Moonves, now Mr. Littlefield's titular rival and a man who'd really like to get his show back.

From the beginning, said a source, "Warren didn't get E.R , and in the scheduling meetings, he fought like hell to have it on Friday night at 10 and move Homicide: Life on the Streets to Thursday night at 10 because he thought E.R. was a flop. He fought and fought and fought." It was only when Leslie Moonves, then the president of Warner Brothers Television, which owns the show, went over Mr. Littlefield's head to Mr. Ohlmeyer and he decreed the show would be on at 10 on Thursday night, that the show found its current time slot. But it turned, of course, into an instrument of destruction for Les," the source said.

Now, E.R. is in the last year of a four-year contract with NBC. The cost of the show is expected to be about $500 million for a two-year deal. So far, CBS and Fox seem to have the money to get it, and Mr. Moonves, who developed the show, has sentimental reasons do so, not to mention the momentum his network now seems to have. The question is, will NBC actually allow itself to lose the show to CBS? The fate of E.R. will either make CBS, or break NBC.

The lawyers at Disney may not have been whistling while they worked, but they were far from idle. On that same day, the Magic Kingdom served separate subpoenas to Mr. Katzenberg's two Dreamworks SKG partners, Steven Spielberg and David Geffen, ordering them to appear as witnesses when the case went to trial Nov. 18 in State Superior Court in downtown Los Angeles. Nearly simultaneously, Mr Katzenberg's fax was humming with personal notes from Mr. Eisner, "whining"-in the words of one insider-why he couldn't, shouldn't and wouldn't agree to the proposed settlement worked out by both sides' lawyers a day earlier. (Mr. Eisner apparently has turned down two other such settlement proposals in the two years the case has dragged on.) Mr. Katzenberg and Mr. Eisner had even attempted a sit-down, at the urging of the Superior Court judges, at the Hotel Intercontinental on Halloween. But the hoped-for rapprochement was dashed when Mr. Katzenberg left in a huff-but not before dramatically shouting over his shoulder that the next time he'd see Mr. Eisner would be "in court."

So, at the end of the day on Nov. 7, Mr. Fields recalled, "I was looking forward to a classic trial."

Alas, Mr. Fields is very disappointed. (His client, on the other hand, is very thrilled.) Call it the Miracle on Olive Street, but late, late, late on Friday night, an agreement was reached. Now Mr. Katzenberg gets his money, and Mr. Eisner gets his book. Indeed, a Random House spokesman said the book was in the final editing stage and would be released early in 1998.

Meanwhile, sources familiar with the situation tell The Observer that Mr. Katzenberg insisted on the floor price of $100 million "because he wanted at least the same money Eisner gave to [ousted Disney president Michael] Ovitz to go away." Eventually, a court referee will determine how much Mr. Katzenberg will get, but word is it could take months to arrive at a final figure because of ancillary projects that have sprung from Katzenberg-sired projects, such as the Broadway production of The Lion King. (He could conceivably get an annuity for life.)

So, how? The answer is simple. For both sides, a Higher Order was gazing upon the coming trial with horror. Disney's H.O. was its board of directors, who, even though widely derided as the insiders' board of all insiders' boards, felt Mr. Eisner was a fool to set one foot into a courtroom (and on Nov. 8, they agreed to settle the deal). For Dreamworks, It was the one-two power punch of Mr. Spielberg and Mr. Geffen, who, to put it frankly, are the company's gods. So the Disney board ordered Mr. Eisner to settle, and the Dreamworks duo urged Mr. Katzenberg to back down.

Looking back, it was another example of Hollywood brinkmanship, or flop sweat, as the case may be.

Donald Does Not Pass Go

Donald Trump does not know how to play Monopoly. At least, Mr. Trump didn't know the rules, let alone the art, of playing the real estate board game when he walked into the annual "Evening of Monopoly" that the students and alumni of New York University throw every year to benefit the university's Real Estate Institute.

Mr. Trump apparently was the guest of Ethan Penner, the hotshot president of Nomura Asset Capital Corporation, which recently relocated to San Francisco. Mr. Penner had flown in especially for the occasion, which regularly draws New York real estate's Masters of the Universe, such as Andrew Farkas, chairman of Insignia-Edward S. Gordon Company, and, occasionally, a generous supply of cleverly concealed extra Monopoly money (for emergency face-saving purposes).

One source familiar with the situation said that when Mr. Trump sauntered into the Puck Building with his date, model Kara Young (whom he apparently kept identifying as a broker), he seemed surprised that he might actually have to play the game, then finally admitted he didn't know how, which conjures up all sorts of forlorn images of Mr. Trump's childhood.

Coming to Mr. Trump's rescue was William Cohen, vice president of Newmark & Company Real Estate Inc., who gave the mogul a quick how-to. "I told him, here's Boardwalk and Park Place; stick with the blues, the yellows, the greens. The utilities only pay a modest return, so don't bother with them." Mr. Trump's Monopoly competitors for the evening included Mr. Farkas and Mr. Penner, but the men never got around to playing. Instead, they sat over the closed game box and talked, perhaps out of charity to Mr. Trump. But Mr. Cohen disputed such a notion, saying: "My guess is that there were better deal-making opportunities to be had without the game board." Through a spokesman, Mr. Trump said that "none" of his tablemates knew how to play.

By the way, one source said that the big winners of the evening were Steve Witkoff, president of the Witkoff Group, and Insignia president Steve Siegal, "who pooled their properties, created a joint venture and kicked ass," amassing $35,000 worth of property and cash. Apparently, however, that total exceeded the cash and property that's actually contained in a Monopoly box, leading some to believe that some funny money had floated into the game.

Nancy Richardson

Makes a Killing

Nancy Richardson may have lost a husband, but not her business savvy. The former spouse of Frank Richardson, whose affair with U.S. District Court Judge Kimba Wood prompted her resignation from society in 1995, recently took home at least half a million dollars in profits from an art and antiques auction at Christie's Inc.

The auction on Oct. 21, titled "Arts of France," included at least six of Ms. Richardson's pieces. The four that sold were an ornate Louis XIV mantel clock, a Louis XVI mahogany commode dated 1787, a pair of Louis XVI mahogany consoles and an 18th-century French painting. The pieces made Ms. Richardson a handy profit; the clock, the consoles and the commode went for more than $800,000 and were the auction's top three sales.

While Ms. Richardson was indeed the owner of the items, it's unclear if she bought them or if they were gifts to her. (She did not return The Transom's calls.) Either way, she made a killing: For example, the pair of mahogany consoles were bought in 1988 at Sotheby's Inc. for $352,200; when she sold them Oct. 21, they commanded $827,500. As the auction house's cut is generally 10 to 15 percent for sales of more than $50,000, Ms. Richardson may have taken home about $350,000 on the consoles alone, minus sales tax and other incidentals.

If the sales of Ms. Richardson's other items had gone as well-doubling their original prices-the socialite's profits would have topped $1 million. Not bad for a day's work.

-Kate Kelly

A Miffed Marceau

Angering the ex-wife of a mime does not result in the silent treatment.

So party promoter, art curator and former gossip reporter Baird Jones recently discovered when a misunderstanding over two drawings he had borrowed from the former Mrs. Marcel Marceau resulted in a deluge of ire and phone calls from the lender.

According to Muriel Marceau, who split with Mr. Marceau in 1959, Mr. Jones had telephoned in June to express his interest in obtaining some of the mime's drawings for an upcoming celebrity art show that he was putting together at the Stamford Museum in Connecticut.

The Wally Cox-like Mr. Jones apparently had already snagged artworks from Billy Dee Williams, the late Vincent Price and Grace Kelly, and other celebs, and, according to Ms. Marceau: "He asked me if I had any letters from Marcel with little drawings on [them]."

Ms. Marceau eventually picked out two and agreed to let Mr. Jones view the letters at her midtown apartment on June 15, a Sunday. Mr. Jones, upon seeing the petites choses , "was very enthusiastic," said Ms. Marceau, and asked permission to include them in the exhibit. To solidify the agreement, he wrote up a contract containing the details of the loan: For a security deposit of $30, Mr. Jones would keep the drawings for up to two years, showing them at his discretion. Ms. Marceau told The Transom that although she was unhappy with the two-year specification, she pocketed the money and permitted Mr. Jones to take the letters with him.

Ms. Marceau then suffered from an immediate case of lender's remorse. Realizing she had no desire to loan out her ex-husband's works for the full two years, she contacted Mr. Jones the following day to get the drawings back. Mr. Jones replied that he had spent $200 on framing the very night he had picked up the letters and could not return them without reimbursement. (Ms. Marceau disputed that Mr. Jones could have framed them so quickly because, she said, he come to her apartment at approximately 8 P.M. Mr. Jones said it was more like 1 or 2 P.M.) In one of the conversations that followed, Ms. Marceau alleged Mr. Jones said: "'I'm 43 years of age, and I still live with my mother because I can't afford an apartment.' I couldn't believe it." Mr. Jones denied saying any such thing and added, "I'm not 43."

After a handful of phone conversations with the mime's ex, Mr. Jones said he ceased even to listen to her messages. "A short statement by her would take two hours," he told The Transom. He added that since his answering machine has no time limit, taped messages from Ms. Marceau lasted up to "45 minutes." When Mr. Jones stopped returning her calls, Ms. Marceau retained a lawyer, Priscilla Carter, to retrieve her drawings. But then Ms. Marceau's daughter, Garance Marceau-Clarke, got wind of the situation and, without consulting her mother, offered herself as a mediator.

For her part, Miss Marceau-Clarke was pragmatic about matters. "Just hearing the story … I know my mother, but I don't know [Mr. Jones] from Adam … and she gave these things to someone who was more or less a stranger. I thought the circumstances were a bit peculiar," she told The Transom.

Ms. Marceau once again has possession of her cherished petites choses , but she does not seem to have softened on Mr. Jones. She noted that when her attorney arrived at Mr. Jones' apartment to pick up the drawings, the curator was still in his pajamas-clearly a faux pas . "Can you imagine?" she said.

"I was [just] waking up," said Mr. Jones, who then added, for the record, "I had a bathrobe on."

-Kate Kelly

Sources have said that in his $250 million breach-of-contract lawsuit against the Walt Disney Company, Jeffrey Katzenberg will brandish the signatures of a dead man and the unpublished memoir of his ex-boss, Disney chairman Michael Eisner. It is a wickedly honed legal strategy designed to ensure that Mr. Eisner, at the very least, falls on his sword.

But Disney's dagger may prove deadlier. The Observer has learned that Mr. Eisner's lawyers recently took depositions from Steven Spielberg and David Geffen, Mr. Katzenberg's partners in Dreamworks SKG. "Both Katzenberg and Dreamworks will go on trial," said a Disney source. "We're going to put David and Steven on the witness stand and conduct an examination of their company as well."

This is the first insight into Disney's strategy; previously, the company had been silent and inscrutable on the matter. Dragging Messrs. Spielberg and Geffen into the fray is nothing but nasty, and not just because Mr. Katzenberg's dispute with Disney predates Dreamworks' 1994 founding. Until now, it seemed that Mr. Katzenberg-who was chairman of Walt Disney Studios when he resigned in 1994-had nothing to lose and everything to gain by pressing his lawsuit. That may not be so anymore. Disney's legal team believes it may have found his Achilles' heel: his partners. The attorneys-who include litigator Lou Meisinger, known as the ultimate studio lawyer who never represents talent, and Disney in-house consigliere , executive vice president Sandy Litvack, a former assistant U.S. attorney general in the Justice Department's antitrust division-intend to exploit various press reports of reputed rifts developing in the chummy environs of Dreamworks.

The conventional wisdom is that Mr. Spielberg and, to a lesser extent, Mr. Geffen, are the keys to Dreamworks' success; in the company pecking order, Mr. Katzenberg is not just the worker bee, but literally the poor relation. He has been heard to lament that he mortgaged himself up to his ears to come up with his $33 million share to join Dreamworks. (Friends have suggested that he not bring this up in court, however, as 12 normal people might not feel too sorry, since those mortgaged homes are in Malibu, Beverly Hills and Deer Valley, Utah.) Disney's side has even suggested that the reason Mr. Katzenberg is pursuing the lawsuit is because he is not making any money at Dreamworks. In fact, a Katzenberg defender confirmed that the Dreamworks partners decided to delay taking earnings out of the company for 10 years.

Mr. Spielberg, who has a well-known distaste for legal wrangles, surely won't be thrilled to take time away from fine-tuning his latest opus, Amistad , for its Dec. 10 opening in order to be a pawn in his partner's courtroom confrontation. (The film, about a dramatic slave revolt, is Dreamworks' hope for an Oscar this year.) And Mr. Geffen, though famously pugnacious, could be reluctant to appear in court for the same reasons as Mr. Eisner. For them, it's tantamount to being administered truth serum in front of a gallery of media hyenas- The New York Times, Variety, The Hollywood Reporter, Business Week the Los Angeles Times , Time, Newsweek , CNN, CNBC, The Observer and, in the pièce de résistance , Vanity Fair 's Dominick Dunne-who are gleefully awaiting the opportunity to hear any studio executive answer, under oath, all kinds of questions about profits, losses and salaries.

It's obvious that Disney's hardball tactics are aimed at not just bringing Mr. Katzenberg to his knees, but to the settlement table.

A California Superior Court referee is bearing down on both sides, urging them to work out a compromise and avoid a trial. And miracles do happen. But despite a published report in the Los Angeles Times on Oct. 31, Mr. Eisner's position has not softened; rather, it has hardened, sources close to him told The Observer . And a particularly disastrous settlement session between the two sides on Nov. 3 ended with one insider saying, "They're definitely headed to court."

News of the Disney strategy appeared to surprise Mr. Katzenberg's side. "What they're going to say about Dreamworks couldn't be worse than what the press has already written about us," said one Dreamworks executive, alluding to the media reaction to Dreamworks' first feature film, The Peacemaker , a box office failure. Ironically, Mr. Katzenberg had little to do with the film; it was greenlighted by Mr. Spielberg, said a Dreamworks source. "Their talking about Dreamworks is our equivalent of talking about Eisner's questionable judgment in hiring [Michael] Ovitz [to be president of Disney]. It has nothing to do with the case at hand."

But forget any gentlemanly rules of engagement. This is Hollywood's version of extreme combat, and you don't even have to subscribe to pay-per-view to watch! (Court TV has requested permission from Superior Court Judge John W. Ouderkirk to broadcast the trial live.) And while both sides claim they don't want cameras in the courtroom (a source on Mr. Katzenberg's team expressed concern that Mr. Eisner "will try to perform for the camera, like he does on The Wonderful World of Disney "), it seems a growing inevitability.

A court-issued gag order has for some time forbidden either side from talking to the press. Then again, when did a court order ever stop people from gossiping in Hollywood? The back-and-forth pretrial chatter resembles that old Saturday Night Live skit: "Jeffrey, you ignorant slut …" For example, Disney sources noted that Dreamworks recently held a special companywide conference to reassure the staff that their groovy studio has not lost its mystical chic. (Dreamworks characterized it as the company's annual corporate retreat.) A Katzenberg loyalist pointed out that the visages of Mr. Eisner and his wife, Jane, seem to have been surgically refreshed in time for ABC's new fall lineup. A Disney official denied that allegation as "ridiculous."

Over the years, the entertainment business has witnessed its share of courtroom vitriol. Martin Davis v. Barry Diller, Sumner Redstone v. Edgar Bronfman Jr., Rupert Murdoch v. Ted Turner. But what makes this singular is that Mr. Katzenberg and Mr. Eisner are like a couple who find themselves in divorce court after 19 years of marriage: They know exactly which buttons to push to cause the most pain. What's especially ironic here is that Mr. Katzenberg learned his tactics at the feet of the master, Mr. Eisner. Disney, after all, is consistently tougher and meaner than all the other studios combined, a reflection of Mr. Eisner's vengeful leadership style.

Disney's trial strategy will be to contend that Mr. Katzenberg was not the model employee he has presented himself to be. Targeted in particular will be his record on live-action feature films, where his initial success starting in 1984-making high-concept, low-budget films with over-the-hill stars-began to falter by 1990 with bombs like Blank Check and My Father, the Hero . To drive the point home, a Disney source said the company's lawyers will show that Mr. Katzenberg's losing streak has extended to his tenure at Dreamworks.

However, Disney will face the near-impossible task of impugning Mr. Katzenberg's incredible track record with animated features like The Little Mermaid , Beauty and the Beast and The Lion King . Mr. Katzenberg's side will claim that Disney's animation department has been in a shambles ever since the executive's departure, as evidenced by decreasing revenues and last summer's anemic Hercules .

Powering Mr. Katzenberg's case against Disney (in addition to the executive's near total recall for detail) are his two attorneys: Bert Fields and Herbert Wachtell. "Until Michael Eisner met Herb Wachtell, there was nobody he was more terrified of on the other side than Bert Fields," Mr. Katzenberg often jokes. Said another source close to the executive, "Even if Eisner wins this lawsuit, he loses, because you know he will be sliced, diced and fed to the fishes here by these attorneys. They're going to kill him."

Mr. Fields is a Century City entertainment lawyer whose nickname is the Exterminator. (He used to be called the Terminator.) The 68-year-old litigator, who has never lost a trial, is representing at least six cases against Disney and its independent arm, Miramax Pictures. "I love to sue Disney," Mr. Fields told The Observer recently. "Well, maybe that's an overstatement. I just find myself in a position of doing it a lot."

The attorney represents screenwriter Robert Towne, producer Joel Silver, directors James Cameron and Mike Nichols and actors Warren Beatty, Dustin Hoffman and Tom Cruise. A University of California at Los Angeles graduate with a degree from Harvard Law School, Mr. Fields is accustomed to his former adversaries-like David Geffen-later retaining him. (The litigator successfully represented Mr. Towne, who wrote and directed Personal Best , against Mr. Geffen, the film's producer, over the final cut of the film.) Big cases like Mr. Katzenberg's are Mr. Fields' specialty. The same applies for Mr. Wachtell. The Observer has learned that Mr. Katzenberg is spending $10 million on his legal team, which is comprised of four attorneys under Mr. Fields and eight under Mr. Wachtell. Near the end of each workday, Mr. Katzenberg checks in with his bicoastal attorneys in a 15-minute phone call.

It was Mr. Katzenberg's idea to hire Mr. Wachtell, a partner of the Manhattan firm of Wachtell, Lipton, Rosen & Katz. Mr. Wachtell may be even tougher than Mr. Fields. After all, he was hired by the Philip Morris Companies and Lorillard Inc. as one the chief negotiators in the tobacco companies' settlement with 40 state attorneys general. Last summer, representing Seagram Corporation's chief executive, Mr. Bronfman, he made mincemeat of Viacom Inc.'s chief executive, Mr. Redstone, during a Delaware Chancery Court trial in which the two executives fought over the disposition of their shared asset, USA Networks. The court ruled in favor of Mr. Bronfman.

By no means the patrician that Mr. Fields is, Mr. Wachtell was born in the Bronx to a lower-middle-class family, which nevertheless managed to send him to New York University, where he received his undergraduate and law school degrees. At 65, Mr. Wachtell, who is separated from his wife, lives on Fifth Avenue and in a low-key part of East Hampton.

Together, the pair of attorneys has been focusing on a two-pronged attack, one aimed at Mr. Eisner, the other at Disney. A source close to Mr. Katzenberg said that his attorneys, looking for a legal way to get inside Mr. Eisner's head after he successfully dodged his deposition with scores of I-don't-recalls, seized on the idea of subpoenaing Mr. Eisner's memoir, which was being ghostwritten by New York writer Tony Schwartz and was scheduled to be published in October by Random House. As The Observer noted when it broke that story in June 1997, the lawyers didn't content themselves with Mr. Eisner's manuscript. Instead, they demanded all the notes and transcripts accumulated since the project commenced in 1984, right after Mr. Eisner, with Mr. Katzenberg in tow, jumped from Paramount to Disney.

Subpoenaing "the book started out to be a petty annoyance, an attempt to make [Mr. Eisner] pay something in the pain quotient," the source suggested. "Ultimately, it's ended up being a gold mine for litigation which nobody ever expected. It just goes on and on and on and on. It's pretty amazing."

Even though they lost their attempt to quash the subpoena, Mr. Eisner's tacticians appear cocky that Judge Ouderkirk will only allow what a source close to Mr. Eisner deemed "relevant portions of the book"-and not any potentially humiliating or embarrassing revelations about prominent Hollywood stars and executives.

One thing is absolute: The book's publication has been derailed by the move until the resolution of the trial. That has to hurt Mr. Eisner, who is said to be emotionally invested in the project. "Nothing matters more to Michael than his reputation. That's what that book is all about," said one source who knows both Messrs. Katzenberg and Eisner well. "I thought he cared more about his legacy than about wanting to kill Jeffrey. That's why it's so illogical to me why Michael wants to get into a courtroom."

Sources said that the litigators also have in their possession several internal memos, all signed by Frank Wells, the Disney president and chief operating officer who was killed in an April 1994 helicopter crash, promising Mr. Katzenberg a bonus of 2 percent of the profits generated by all Disney movie and TV shows put into production during Mr. Katzenberg's tenure. The $250 million that the executive claims Disney now owes him is derived from that formula, but the figure could go as high as $500 million when all the numbers are crunched. Disney has long asserted that no such promises were made by Wells, and even if they were, that they were made null and void when Mr. Katzenberg resigned.

As a source has said, "It will become incredibly clear when they get into a courtroom that Jeffrey's not crazy. It's there in black and white, and it's not one smoking gun, but 10 smoking guns, one after another and another, and they're in Frank's own handwriting."

It was Wells' death, followed by Mr. Eisner's quadruple-bypass surgery three months later, which suddenly raised emotionally charged issues between the mentor, Mr. Eisner, and the protégé, Mr. Katzenberg, of power, loyalty and betrayal. The struggle between the two-Mr. Katzenberg wanted to be promoted into Wells' job; Mr. Eisner said No-transcended business and quickly became all too personal.

It could be argued that both men, while so clear-eyed when it comes to the art of the deal, have proven themselves blind in their postpartum attitude toward one another. For his part, Mr. Katzenberg has said repeatedly to his friends that he bears no personal animus toward Mr. Eisner, and that unlike three years ago, when he was very publicly furious, he has become a Zen master and learned to let it go.

Only a fool would believe that. Perhaps his real sentiments are expressed when he attributes more hot-blooded emotion to his wife of many years, Marilyn. Mr. Katzenberg, when dining with friends, has said that if Mr. Eisner were to walk in the door, he would go over and shake his hand. "But if Marilyn were here," he added, "she would pick up this fork, go over and stab him between the eyes. But then again, she's a Jewish girl from the Bronx."

Judge Ouderkirk seems the perfect choice to preside over all this acrimony. It's not just that he oversaw one of Los Angeles' most racially charged trials-that of three black men charged with the live-broadcast beating of truck driver Reginald Denny in South Central Los Angeles on the first day of the 1992 riots. More to the point was the judge's handling of a ghoulish scandal that rocked California's funeral home industry, in which a husband and wife were convicted for unlawfully removing eyes, hearts, lungs and brains from corpses. Judge Ouderkirk's experience with dismemberment should prove useful to him when and if Katzenberg v. Walt Disney Company comes before him on Nov. 18.