LOVE AFFAIR * 1/2 . Directed by Glenn Gordon Caron. Produced by Warren Beatty. Written by Robert Towne & Warren Beatty. Based on the 1939 film "Love Affair". Photography, Conrad L. Hall. Production design, Ferdinando Scarfiotti. Editing, Robert C. Jones. Costumes, Milena Canonero. Music, Ennio Morricone. Cast: Warren Beatty, Annette Bening, Katharine Hepburn et al. A Warner's release.

The original "Love Affair" (1939) was directed by Leo McCarey. It was and still is one of Hollywood's best romances. It starred an unforgettable couple of charmers with personality: suave, rakish French heartthrob Charles Boyer and the enchanting, natural, witty Irene Dunne -- both terrific. Character actress Maria Ouspenskaya too, in a great old- lady role.

After a shipboard romance, the new twosome -- both engaged to others -- decide to think things over and meet months later on the top floor of the Empire State Building. If either doesn't show up, that's that, good-bye forever, without follow-up contacts or questions asked. The sophisticated affair becomes a near-tragedy when a mix-up (due to the unbelievable lack of contingency plans) and an accident prevent the reunion. Not terminally though.

Humor and pathos mix, separate and re-mix in this smooth but not slick, carefully crafted but not artificial, moving but not hokey gem, enhanced by the beautiful old song "Plaisir d'Amour." Pacing, dialog and details are perfect.

Director McCarey remade his own film in 1957 as "An Affair to Remember," with Cary Grant, Deborah Kerr, Cathleen Nesbitt and a nice sentimental song. Number 2 has charm and has Grant, but Kerr is no Dunne and the film is not in the same class as its unbeatable predecessor. Yet though it lacks its class, tight structure and effectiveness, it is most watchable, especially if you are not familiar with the 1939 production, which the characters in 1993's "Sleepless in Seattle" -- boohooing before "Affair" and giving it a new life on video -- obviously had not seen.

The current "Love Affair," is the third theatrical feature directed by the rather unknown Glenn Gordon Caron ("Clean and Sober," "Wilder Napalm"), but many others involved in this version are big names. Yet all this talent could not come up with a re-remake that justifies its existence.

Number 3's script essentially follows Number 1 (and much of 2) and is sometimes a carbon copy. But it also tries to update the earlier movies. Neither approach works.

Warren Beatty -- the very opposite of patricians Boyer and Grant -- is a former football star turned broadcaster. From the start the film stresses that he is a Beatty-like aging Lothario. (In the other versions Boyer and Dunne were respectively 42 and 37, Grant and Kerr, 53 and 36. Beatty is 57 and Bening 36). From the start too the movie is talky, disjointed, uninspired and slow. If at least it knew the value of silences and pauses!

Beatty is engaged to much younger Kate Capshaw, a ratings-obsessed TV personality worth 100 million. On a plane to Australia, he goes after stranger Annette Benning, a musician plus other things, who's engaged to entrepreneur Pierce Brosnan. He is worth billions. The Beatty-Benning dialogue is dull and artificial, partly because it tries to work in many ha-ha references to the "new" and "reformed" Beatty and his current switch to monogamy.

The forced talk does not stop after a forced landing on some improbable South Pacific island. B & B and others continue their journey on a miraculously present Russian cruise ship. The courtship resumes amidst raucousness, caricatural Russianisms, an unneccessary paparazzo stalking Beatty, the superfluous couple of passengers Brenda Vaccaro and director Paul Mazursky, and more vignettes that go nowhere.

At one port, Beatty says:" My aunt lives on the next island" and presto! a motorboat whisks B & B to Bora Bora to visit Katharine Hepburn -- shrunken, painful to watch and Hollywoodishly sweet and sharp. Her allusive gal-to-gal banter with Bening is tedious. Then the couple fly back to New York for their separation, cogitation, and hoped-for reunion in three months.

The dialog seldom strays from the inane and the artsy-ficial. Oh! for Preston Sturges, Howard Hawks, or Delmer Daves and David Ogden Stewart who wrote the original movie. And the B & B duo is so strangely uncharismatic that one hopes that as a real, married couple they generate some electricity.

The film is passionless and un-touching from the beginning to the penultimate sequence, save for a nice bit of kids singing (after her accident Bening teaches tunes to tots) and a closing scene (carbon copy) that recaptures some of the romance and heartache of the original.

This is a pretty dismal, humorless and uninvolving movie, with un-charmingly lifeless acting, poor tempo and editing, and a disappointingly intrusive score. The usually excellent Morricone starts with old songs that self-consciously try to strengthen the story, then has Hepburn tinkle on the piano an awful, vague imitation of the title song in "An Affair," and ends up in Mantovani style.

On a scale of 1 to 10 (1 being the best) the 1,2,3 film versions rate, in quality : 1, 4 and 10 . Get Number 1, you won't regret it.