GRUMPY OLD MEN is yet another entry in the stars-as-feuding-friends genre, designed to give seasoned comic veterans an opportunity to trade insults and exchange kicks in the pants. Though supported by a stellar ensemble running the gamut of their seriocomic paces, it's not enough to

distract viewers from script holes large enough to drive a snowplow through.

Max (Walter Matthau) and John (Jack Lemmon) are next door neighbors who spend time between Minnesota blizzards by ice fishing and goading each other. Max has the edge--an IRS investigator (Buck Henry) is in pursuit of John. Max's former occupation of TV repairman also enables him to sabotage

John's addiction to televised lottery results. But mostly their feud serves to fill their lonely lives with continual verbal badinage and practical jokes played on one another. John's father, Grandpa (Burgess Meredith), who manages the local fishing grounds, and genial Chuck (Ossie Davis),

proprietor of the ground's canteen, are on hand as unofficial scorekeepers.

The monotony of their all-male world is relieved by the arrival of Ariel (Ann-Margret), a widowed ex-professor from Berkeley, who moves in across the street. She sparks a rivalry between the two, rekindling memories of John's wife, who had initially been Max's girlfriend. John emerges the

favorite, but he begins to pull away from Ariel when she begins to want some commitment. She seeks out Max, but his triumph is undermined by the sudden death of Chuck, forcing both men to confront their own mortality.

John's daughter, Melanie (Daryl Hannah), returns home from the holidays in marital crisis. Jacob (Kevin Pollak), Max's realtor son, rekindles the torch that has lain dormant since high school for Melanie, encouraging his father to patch things up with John. Full of the Christmas spirit, Max

follows John to the local tavern to resolve their differences. When John angrily leaves, he suffers a heart attack, but is saved when Max finds him in a snow bank. Ariel and John admit the depth of their mutual affection at his hospital bedside; Melanie leaves her inconsiderate husband for Jacob,

and the story is happily finalized by John and Ariel's wedding. As bride and groom drive away in their limo, they find a dead fish Max has left.

The problem with GRUMPY OLD MEN isn't its sentimental edge. Both soundtrack and storyline indicate marketing for the holiday season--enhanced by beautiful footage of Minnesota snows (especially memorable in Ann-Margret's self-mocking entrance). Donald Petrie has directed as though his awe of the

star ensemble kept him from looking too closely at the weaknesses in Mark Steven Johnson's script. Although it's commendable for a film to foreground romance among the elderly, the issue isn't really examined here. Lemmon's former wife, the ancient bone of contention, is never fully explained.

Ann-Margret's character is two disparate halves; it is not easy to believe she would chase after geriatrics who joke about body functions. Hannah fares even worse; her character is defined purely in terms of her marital woes.

GRUMPY OLD MEN does not promote much understanding of elderly men, either. Male aging is depicted solely as a reversion to sophomoric values with no indication of any acquired wisdom. There is no denying that Matthau is still a comic force to be reckoned with, but his grizzled countenance

manifests a nastiness that seems lifted from another film. Consequently Lemmon's collapse becomes all the more predictable, a linchpin calculated to restore harmless comic order. The end credits feature out-takes which unfortunately are funnier than anything in the finished film (most notably

Meredith's penultimate dirty old man). All things considered, GRUMPY OLD MEN might have fared better re-worked as a domestic drama that took full advantage of its talented cast, with the lame funnybone attempts left, like the ubiquitous dead fish, buried in the backseat. (Violence, profanity,sexual situations, adult situations.)