LAS VEGAS -- When Lennox Lewis and Evander Holyfield first met eight months ago, the boxing world anticipated a classic matchup that would finally produce an undisputed heavyweight champion.

	Lennox Lewis seems to have the important advantages for the big rematch.

That didn't happen, of course, when questionable judging allowed Holyfield to walk out of the ring at Madison Square Garden with a draw and his two portions of the heavyweight title.

The undisputed title will be up for grabs once again Saturday night when the two meet in a rematch. This time, though, boxing's credibility will also be at stake.

"Boxing definitely needs something," Holyfield said. "This will be a performance that may make everybody forget everything that's happened in the last year."

The hype that led up to the first fight March 15 is missing as both champions prepare to unify the three parts of the title for the first time since Riddick Bowe tossed away the WBC portion of the belt after beating Holyfield in Nov. 1992.

Instead, it has been replaced by a subdued sense of urgency to help salvage a sport hurt by the controversy over the first fight as well as the antics of Mike Tyson and a disappointing welterweight fight with Oscar De La Hoya and Felix Trinidad.

Though the 18,000-seat UNLV campus arena has long been sold out, the pay-per-view sales for the rematch are expected to fall far below the 1.2 million buys that landed the first fight in the top 10 of all pay-per-view fights.

That may be because boxing fans remember the first fight as much for the dull sameness of all 12 rounds as they do for the controversy that erupted when Holyfield salvaged a draw despite being seemingly dominated by the bigger and more agile Lewis.

And while Lewis appeared to have his way, he didn't win many fans by refusing to press the fight more.

"In the first fight, maybe I was a bit cautious," Lewis said. "In the second fight, I won't be as cautious."

Both fighters will earn $15 million this time around, a decrease of $5 million for Holyfield and an increase of the same amount for Lewis from the first fight.

Unlike the fight in New York, though, the three sanctioning bodies had no say in picking the officials to work the rematch. Holyfield has the WBA and IBF belts, while Lewis holds the WBC title.

Nevada boxing authorities picked the judges and the referee, with three veteran judges with a combined 220 title fights between them picked for ringside duty.

"I'm confident that the fighter who wins the fight in the ring will get the proper decision," said Marc Ratner, executive director of the Nevada Athletic Commission.

Holyfield, who gives away 25 pounds and distinct height and reach advantages to Lewis, who weighed in at 242 pounds Thursday, has always fought well in rematches and says he has changed things in his fight plan to try and press the attack against the English champion.

"I guarantee victory," Holyfield said at the weigh-in.

It was a similar guarantee that got Holyfield in trouble the first time, when he was left without a game plan after the third round came and went and he had failed in his prediction of a third round knockout.

"I hope he comes in trying to mix it up because he's only going to get damaged," Lewis said. "I'm going to do everything in my power to knock him out."

Holyfield (36-3-1, 25 knockouts) has rescued his career before, winning back portions of the heavyweight title back twice after first losing to Bowe. He knocked out the seemingly invincible Mike Tyson, then was beating him in a rematch in the infamous ear biting fight.

But Holyfield has been in some wars in the ring and, despite his expertly sculpted body, is old for a fighter at the age of 37.

"The first fight with me he couldn't figure out what was happening," Lewis said. "He won't figure it out again."

For Holyfield to win -- and oddsmakers make him a 9-5 underdog -- he must figure out a way to get inside the dominating jab of Lewis and score effectively before Lewis ties him up. In the first fight he failed miserably at both, with CompuBox punch-count statistics crediting Lewis with landing 348 punches, 187 of them jabs, to Holyfield's 130, 52 of them jabs.

"I was disappointed in my performance. I kind of felt old for real," Holyfield said. "I wasn't able to do what I wanted to do. I always thought it was a question of mind over matter. But I couldn't overcome my actions with my mind."

Lewis (34-1-1, 27 knockouts) has always possessed better tools for a heavyweight than Holyfield, who began his career fighting at 175 pounds. But he has been criticized for not exploiting them more, and for fighting far too cautiously even against overmatched opponents.

Some think Lewis is still haunted by his only loss -- when Oliver McCall knocked him out with one punch in the second round five years ago -- and is fearful of getting caught again.

"I'm a boxer-puncher. I'm not like Mike Tyson," Lewis said. "But I'll be right in his face. He won't have to go looking for me."

The fight, expected to begin about 12 p.m. EST, tops a card that includes a WBA cruiserweight title fight between champion Fabrice Tiozzo of France and Ken Murphy of Chicago. Sharmba Mitchell of Takoma Park, Md., will defend his WBA super lightweight title against Elio Ortiz of Venezuela and WBA lightweight champion Stefano Zoff of Italy will defend against Gilbert Serrano of Venezuela.