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The gray-haired lady had something she wanted Jay Leno to know.

"You know what?" she said, pointing a craggy finger at the comedian. "You're a lot better looking in person than you are on TV."

"Thanks, ma'am," he replied sheepishly, ducking into a navy Cadillac at Baltimore-Washington International Airport yesterday. "But get a new set."

Jay Leno hopes many people get new TV sets -- or at least tune in their old ones to "The Tonight Show" May 25, when he replaces Johnny Carson, the master of the monologue, after 30 years.

Thanks in part to a Gianfranco Ferre suit and Giorgio Armani tie, he did look ruggedly handsome when he promoted his show at WMAR-TV last night -- and not at all like Dudley Do-Right or Herman Munster, as he's been described.

James Douglas Muir Leno -- the man who would be king of late-night comedy -- also looked tired.

But even after 65 interviews in two days, including visits with lTC Oprah Winfrey, David Letterman and Bob Costas, as well as a "Saturday Night Live" walk-on coming up tonight, the 42-year-old comedian was ready for more.

"I used to sit around for weeks and say, 'Anybody call?' " he said. "So this really isn't work. It's fun."

The show's formula for success is simple, he said. "People work pretty hard. They want a couple laughs before they go to bed."

But the changing of the guard will mean changes in the program as well. Mr. Leno is nixing a sidekick for an off-camera announcer named Edd Hall, and jazzman Branford Marsalis will lead the band. Look for brighter sets and a first-week lineup that includes Billy Crystal, Mel Gibson and Tom Cruise, he said.

His dream guest, Bruce Springsteen, has eluded him so far. Although they are neighbors in Beverly Hills, he's resisted asking the rock star to appear. "I don't want to be one of those people who celebrities see coming and say, 'Oh no, Leno's coming! Hide! He's going to ask us to be on his stupid show.' "

Having been Mr. Carson's guest host for the last five years will allow him to avoid first-night jitters.

"I'll probably be nervous two or three months from now after we know what's working and what isn't," he said.

He even maintained his nice-guy demeanor when asked about Arsenio Hall's criticism of him in a recent Entertainment Weekly article. "I'm gonna kick Leno's a--," Mr. Hall was quoted as saying.

"I didn't quite understand that," he said. "I thought we were friends."

Mr. Leno has no plans to enter into a verbal battle with his competition. Nor does he expect to make the public forget his predecessor in a few short months -- or years.

"I don't think you make this show your own," he said. "You just try not to screw it up for the next guy."

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