If Lennox Lewis wants to listen, Evander Holyfield has a few words of advice on how to beat Mike Tyson.

Don't back up. Ever.

"I don't believe anybody is going to beat Tyson by going backwards,'' Holyfield said. "You don't have to charge after him. But you have to know when to engage.''

Lewis might be wise to pay attention, since Holyfield used just that strategy to beat Tyson and strip some of the mystique from the former heavyweight champion.

Holyfield has also fought Lewis twice -- losing one and getting a draw in the other -- and may have the most unique perspective on how the June 8 heavyweight title fight will go down.

Holyfield said Tuesday that Lewis can't win unless he gets Tyson's attention early by standing his ground and throwing some big shots.

"When a person is all on you and they don't respect you, you can't get the distance necessary to do what you have to do,'' he said.

Holyfield, who at the age of 39 will fight Hasim Rahman in Atlantic City on June 1, believes Tyson will beat Lewis because the notoriously cautious champion can't change his style quickly enough to fight aggressively against the challenger.

Some of that might be wishful thinking, though, since Holyfield is much more likely to get a third fight with Tyson than he is to get a rubber match with Lewis, who may retire if he beats Tyson.

"As far as hoping who will win it's based on one man who says he will retire,'' Holyfield said. "Why would I hope he wins if he's going to retire and tells me he doesn't have to fight me.''

Holyfield said Lewis is physically stronger than the smaller Tyson, but that it is relatively easy to see his punches coming.

With Tyson, he said, what you don't see is what's going to get you hurt.

"He may not be as strong as Lennox Lewis, but he's very explosive,'' the four-time heavyweight champion said. "Tyson is very quick and when he hits a guy the impact of the quickness gets you off your feet. What scares people is they don't see it.''

Tyson was a heavyweight champion once again and a huge favorite when he and Holyfield met the first time in Las Vegas on Nov. 9, 1996. Tyson had won four straight fights since his release from prison on a rape conviction and seemed to be the same intimidating force he had been in his prime.

But, after taking some good punches from Tyson in the opening round, Holyfield came back with a hard right hand at the bell that seemed to send a message to Tyson that he was not scared to stand his ground and fight.

Holyfield ended up stopping Tyson with a series of punches in the 11th round, then beat him seven months later in the infamous "Bite Fight.''

"There are two things great fighters possess. They will fight and they will box,'' Holyfield said. "You have to fight for respect and then after you get respect you outbox them.''

Holyfield, though, said he didn't know if Lewis had the kind of streetfighter mentality to back Tyson up. Doing so means risking your chin, a delicate subject with Lewis who has been stopped twice by right hands to just that spot.

"He hasn't showed it in any fights. But it doesn't mean he doesn't have it,'' Holyfield said. "Everybody is tested at some point in their life at some time. Maybe this will be his time.''

Holyfield made his comments in a conference call to promote his fight with Rahman, a bout both boxers hope will put them in line for another title shot.

Rahman, who lost the IBF and WBC titles he won from Lewis when the champion knocked him out in the fourth round last November, agreed with Holyfield that the fighter who lands big early will win.

"The first big bomb will set the tone for the fight,'' Rahman said. "If Lennox hits Tyson with a big right hand, he can stop him. If Tyson gets inside and hits Lennox with a big hook or right hand, he can stop him. I don't really think you can pick a winner.''