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Up, one! Up, two! Up–Larrygetyourbuttingear–three!”

Curling a 45-pound barbell to the cadence of his own count, Dick Woit was presiding over a late-morning meeting of Woit`s Warriors. Spread across a gym mat in front of him, a dozen middle-aged businessmen were huffing and puffing their way through The Workout. Woit`s well-healed disciples pronounce those words with hushed, reverential tones that seem to capitalize them. They also invariably address their leader with capital respect: Coach.

By comparison, The Workout makes a Jane Fonda videotape look like a training film for the sedentary approach to life. Every class session, Woit`s Warriors do 150 push-ups, 180 sit-ups, press a barbell overhead 64 ”reps,”

or times, and curl those same weights 37 reps. For dessert, they finish by running a dozen 60-yard windsprints up and down the street outside their Lehmann Sports Club headquarters.

”The first three classes of the day, I do every pushup and curl they do,” the diminutive, 54-year-old Woit said, gesturing toward his sweaty followers. ”With the afternoon groups, I just yell insults.”

As if to prove that his temperament and teaching method don`t change radically at the stroke of noon, Woit launched straight into a demonstration of his enduring capacity to inflict students with verbal, as well as physical, pain. Focusing on each member of the class in turn, he subjected them to a sharp-tongued review of their shortcomings.

”Larry, how come you`re dogging it this morning?” he asked the proprietor of an automobile franchise. ”You up late setting back speedometers on your low-mileage used cars?”

A classmate`s weakness for turning a mid-winter vacation into a gluttony marathon was similarly opened for public scrutiny. So, too, was someone else`s fondness for an after-hours life of wine, women and song.

”Who taught you that push-up style, lover boy?” Woit asked.

In a sotto voce aside, Woit explained to a class visitor the method behind his meanness.

”Everybody`s got hate and anger ticking away inside them,” he said.

”If I can just get to it, I can motivate them to push themselves to the limit. Working out right alongside them, I give them a target to focus on. Don`t you know how much these guys would love to see me get out of shape and not be able to do every rep? That`s why I`ve never taken a day`s vacation in 30 years. Besides, what would I do that`s so exciting? Go for walk up Milwaukee Avenue?”

As a runty kid growing up on the Northwest Side, he had only two choices, Woit recalled by way of explaining The Workout`s origins. The first was to accept his lot in life as the last picked for choose-up-sides ball games. The other was to push himself into becoming the toughest, meanest undersized halfback that Schurz High School and the University of Arkansas ever saw.

For the last three decades, Dick Woit has been preaching the physical-fitness doctrine with a Don Rickles delivery. When he got started, he was a 175-pound, ex-professional football player for the Detroit Lions, and health clubs were yet to be discovered by the young professional set. Today he looks like he must have been captured by Amazonian Indians and shrunken into a wizened version of his former self. Yuppies might do their aerobics to a rock- music beat, but Woit`s Warriors are inspired to exercise by chanting a mantra of their master`s no-nonsense maxims.

”The philosophy behind The Workout is summed up by Coach`s three favorite sayings,” sporting-goods merchandiser Larry Mages explained. ”First one is: You gotta want it.”

”No pain, no gain,” contributed a second Warrior, his labored breathing underscoring that part of Woit`s message.

”Get the —- out of here!” someone else added.

The final proposition of Woit`s theology reflects his confirmed belief that conditioning cannot be a sometime affair. To become a member of Woit`s Warriors, as his followers proudly identify themselves with T-shirts and warm- up jackets embroidered with the logo, you take out a membership in the Lehmann Sports Club, where his workout room is housed, and pay a supplemental tuition of $25 a week. You also must commit yourself to showing up faithfully for class at least three times a week. Fall behind on that quota of windsprints and insults and Woit will, not so politely but very firmly, demand your resignation.

Considering what The Workout involves, it is not surprising that a lot of candidate Warriors give up even before their initial class session is over. Yet the dropout rate is overshadowed by the numbers of the faithful.

Currently, about 150 Warriors, most of them Loop businessmen and professionals, take time out from mid-day schedules to honor their obligations to Woit`s regimen. Many of them have been doing so for the better part of a decade, some even longer. When the Coach recently celebrated his 30th anniversary of The Workout, more than 400 alumni turned out to get an autographed copy of ”You Gotta Want It!” (Bonus Books, $9.95), their guru`s first attempt to commit his thoughts to paper.

Senior members of the group like to recall the Warriors` early days as sort of like the Bataan death march.

”He is more mellow now,” recalled 72-year-old Paul Greenfield, a retired advertising executive who first met his master in the late 1950s.

”Coach was a lot tougher on us when we were still at the Lawson Y. Back then, a lot of professional athletes came to him for their off-season conditioning. Now what are most of us? Narcissistic executives or self-made businessmen. The Bears` Dick Gordon used to say, `I`d rather catch a pass right over the center of the line than have him screaming at me while I do The Workout.` Gale Sayers hung the nickname Attila the Hun on him. Of course, he didn`t dare call Coach that to his face.”

As if to second Greenfield`s motion, a fellow classmate recounted a chapter in the legend that has grown up around the Coach`s exploits. Between barbell presses, the fellow explained that the group`s departure from the YMCA was hastened when the top floors of its Chicago Avenue building were leased to a drug-rehabilitation program. One afternoon, a member of that group wandered into the Warriors` workout and belligerently demonstrated that he had yet to complete his own course of study. Nor could he be coaxed into leaving.

”Finally, he lit up a cigarette and blew smoke right in Coach`s face. That did it,” Woit`s disciple recalled. ”We were going through our weight-lifting drill, so Coach took the end of a barbell and rammed it right in his ribs, even though the dopehead was twice his size. Then with every rep, he`d push the guy back a couple of steps, until finally he just shoved him right out the door. Through the whole thing, Coach never missed the count, even once.”

Considering Woit`s anemic appearance, the intruder must have been startled to be challenged to a barbell duel. When his gridiron career was prematurely ended by an injury, Woit declared war on excess poundage–and his definition of the term puts even the most confirmed diet fadists to shame. Often he limits his intake to a bowl of cereal in the morning and a pint of ice cream before bed. Between times, he munches on the handfuls of nuts that line his pockets as souvenirs of his pub-crawling expeditions.

”Coach likes to make the rounds with a bunch of us in tow,” Greenfield said. ”The Warriors are like his own little patronage army. So restaurant owners love to see him come through the door–even though he never gets dressed up. He wears the same warm-up jacket for a night out as he does in the gym, and I`ve never seen him eat a real meal. He just scoops up the bar nuts from a place like Kelly Mondelli`s, or Salvatore`s, and tucks them away for next day`s snacks.”

Given the limited caloric content of the Woit`s Warriors diet, it is not surprising that Coach`s face looks like a translucent, anatomical study-guide for first-year medical students. The scar-tissue evidence of his football career is sensitive to cold weather, so his end of the workout room is marked by a pair of electric heaters that frame Woit like a set of oversized footlights. His vocal powers, though, remain unimpaired.

While waiting for someone to lift a barbell and put it in his hands, Steve Fiffer recalled his first encounter with Woit`s acerbic vocabulary. As a high school wrestler, Fiffer broke his neck and was told by the doctors that he would be in a wheelchair or, at best, on crutches for the rest of his life. But his father had heard about Woit and insisted on taking Fiffer to see his YMCA class.

” `Well, what do you want, Crip?` those were Coach`s first words to me,” Fiffer said. Taking the weight from a fellow classmate, he struggled to lift it repeatedly, albeit wobblingly, overhead. The contorted look on his face testified to the pain it was costing him to perform this approximation of the class` routine.

Something about Woit`s greeting, Fiffer continued, challenged him to come back for more and within a few weeks, he was able to do a sit-up or two. Ten years later, he walks with the aid of a cane, which he sets down three times a week to do The Workout. Through all of those milestones, Fiffer cannot recall any softening of Woit`s personal style.

”He`d always ride me,” Fiffer said. ”Saying things like: `Why don`t you do the world a favor and jump out a window, Crip?` Only once, he met me out in the parking lot to tell me that he was proud of the progress I was making. `I just can`t say that in the gym,` Coach said. `You know: The guys might think I was getting soft or something.` ”

Among Woit`s followers, that is not exactly the best-kept secret in the locker room.

”Why do I put myself through it?” asked Jimmy Edelson, who comes to The Workout to unwind after his daily stint as a commodities broker. ”Because if you can do this, the outside world seems easy. Besides, Coach is one-of-a-kind: In the gym, you hate him. Afterward, you got to love him. Miss class for only a couple of days and he`s on the phone to see if you`re okay. Behind all that screaming, he`s like a mother hen. He must spend half his free time attending wakes and bar mitzvahs all over town.”

Ira Rosenberg, a building contractor and longtime Woit`s Warrior, recalled the special attention he got when his first wife had terminal cancer. To ease her pain, Woit would meet her at the whirlpool of another health club –his former headquarters lacked facilites for women–and daily put her through a reduced, underwater version of The Workout. Ira`s turn came when his wife`s suffering was finally over.

”He sat up with me night after night,” Rosenberg recalled. ”It wasn`t so much what he had to say. It was just that Coach wasn`t going to let me go through her death alone.”

Leading the way out of the health club for a late-afternoon football drill, Woit indirectly acknowledged Edelson`s bark-worse-than-bite theory. Sun or snow, every Tuesday and Thursday Woit puts the heartiest of his disciples through a pass-catching drill in a parking lot across the street from the Lehmann Sports Club. Taking care to dodge incoming and exiting cars, the Warriors run 15 block-long ovals. Each time they come abreast of Woit, he cranks up and throws so perfect a spiral that it is hard to remember that his playing days are three decades behind him.

”Naw, I never thought of getting married,” he said, as the Warriors reached out to catch the balls that sailed through the darkening, early-winter gloom. ”These kids–they`re all my family. This is a full-time responsibility. How am I going to worry about them, plus have to go home to a wife and kids at night? Let me show you what I mean. Frank. Hold up for a minute. Come on over here.”

Half hobbling, half trotting, the object of that summons reported to Woit`s side. On command, he offered personal testimony to the dangers of trying to negotiate the world without Coach`s care and guidance. A few weeks back, the 40-year-old produce dealer reported, he wound up in an emergency room with a fractured ankle. The doctors said he would be laid up in a cast for four to six weeks, but something told him to get a second opinion.

”When I called Coach,” Frank recalled, ”He said: `Grab that X-ray, get yourself into a cab and get down here. When he looked at it, he decided the bones were only cracked, not broken clean-through. So he just wrapped my ankle with a real tight bandage.”

Woit smiled with obvious satisfaction at having again demonstrated his belief that blood and guts are mighter than medical science.

”Show him, Frank. Go out for a long one,” he said, as his disciple hobbled faithfully off into the half-darkness. Throwing him a pass, he turned his attention to the rest of his panting family. ”Hey, what`s the matter with the rest of you guys? You a bunch of wimps or something? Get the lead out!

Move it! Move it! . . . ”