Comedian Dick Gregory once told a story that during the 1960s civil rights movement in the South he "sat in" for weeks at a lunch counter demanding to be served. When they finally relented, he discovered that the food was terrible.

Incoming United Auto Workers union President Stephen P. Yokich, 59, should be forgiven if similar thoughts pass through his mind when, as expected, he succeeds Owen Bieber this month at the UAW Convention in Anaheim, CA, after years of waiting in the wings.

It has been a long road for both men. Industry observers say that 12 years ago, in a hotly contested election for president, Mr. Yokich dropped his pursuit of the top spot and threw his support behind Mr. Biebe allowing the outgoing president to win by a "landslide" of two votes. Mr. Yokich, by all accounts, became heir apparent.

During May the two men were all smiles as they hosted a breakfast for reporters at what could only be called a farewell for Mr. Bieber and a mini coronation for Mr. Yokich. Naturally, they spared no adjectives in praising each other.

Rarely since World War II has organized labor in general and the UAW in particular found itself in a less-hospitable climate.

Some examples:

* Active membership (see chart p. 22) has fallen from a 1970 high of 1.61 million members to 826,236 last year. The percentage of retirees among total membership has more than tripled from 11.7% in 1970 to 37.27% in 1994.

* With aerospace and defense cutbacks, that part of the UAW's membership has been badly crunched. UAW membership at the McDonnell-Douglas Corp. in California, for example, has been slashed from 21,000 a few years ago to just 8,000.

* Foreign-owned automotive plants want nothing to do with the UAW and so far have successfully kept the union out. Germany's BMW AG and Mercedes-Benz AG are the latest to set up non-union assembly plants. U.S.-based operations of Japan's Toyota Motor Corp., Honda Motor Co. Ltd. and Nissan Motor Co. Ltd. collectively are building millions of cars and trucks in North America, none carrying the union's label. * Scores of auto suppliers have closed union facilities and replaced them with non-union operations. One estimate is 400,000 union supplier jobs have switched to non-union status in the last decade.

* The U.S. political climate has shifted sharply to the right, leaving organized labor with waning influence even in the Democratic party it calls home.

* Traditional union employers such as Caterpillar Inc. are showing increasing willingness to take bitter strikes and hire replacement workers. Cat's workers have been on strike for nearly a year, with no signs of an imminent settlement. Regarding Cat, Mr. Bieber says he feels like former President Jimmy Carter, who failed to win release of U.S. hostages in Iran only to see them set free just as Ronald Reagan moved into the White House. He'd like a settlement before he retires at noon on June 15. * Falling foreign trade barriers make it easier to source both parts and entire vehicles outside the U.S.

These are tough times requiring a tough leader, and by most measures Mr. Yokich fits the bill. Experts say the incoming UAW president is left with three basic choices, the least glamorous of which is a long, expensive, tedious effort to reunionize the supplier industry. It is there, they say, where the change has been most dramatic and the union case for representation perhaps strongest.

Unlike the transplant assembly plants, where wages are near UAW rates, there's a huge gap between Big Three supplier wage rates and those paid at the non-union shops. But it will take, according to most experts, decentralization of the UAW's sometimes cumbersome organizing apparatus, and a union-wide commitment not apparent in recent years. That's not likely to happen. Mr. Yokich promises to stay the course. And while vowing to continue the UAW's effort to organize the Japanese transplants, Mr. Yokich hasn't publicly indicated that he plans to restructure the UAW's organizing department.

Both Mr. Bieber and Mr. Yokich say organizing foreign-owned, non-union automotive operations in the U.S. is a top priority. But it isn't easy. They liken the effort to the UAW's early forays to organize the Big Three. The numbers bear them out. They've yet to organize a wholly owned and operated Japanese transplant. And according to Mr. Yokich, though he says it proudly, the UAW has organized a mere handful of U.S.-based, Japanese suppliers. Unless the UAW can organize non-union suppliers, foreign-owned and domestic alike, thousands more UAW jobs could be lost.

"It's absolutely critical," says Sean McAlinden, an auto economist and labor expert at the University of Michigan's Office for the Study of Automotive Transportation, of a supplier-organizing effort. "Currently 80,000 jobs at (GM's) Delphi (components group) are at risk. Entire divisions like Inland Fisher depend on some kind of aggressive organizing of the (non-union) competition. That's just union economics, and they know it."

Mr. McAlinden says automakers themselves might agree to somewhat higher costs from newly unionized plants if they could be located more closely to existing assembly operations and contribute more efficiently to modem manufacturing methods.

But that would put the two-tier wage system for parts workers on the table during contract negotiations with the Big Three in 1996. "It's an open secret in Detroit that Mr. John Battenberg (president of Delphi) would like a separate contract from the UAW in 1996," says Mr. McAlinden. "It's another open secret the UAW would love to avoid that."

The more obvious and higher-profile policy, if Mr. Yokich decided to launch his presidency by swinging for the fences, would be another no-holds-barred attempt to organize one of the transplants. The likely target, if Mr. Yokich chooses this option, is not the Japanese but the Germans.

Mr. Bieber has had extensive meetings with German union officials, and ties reportedly are strengthening between the UAW and its European colleagues. By law, unions are heavily represented on the management boards of German companies. And that's the route the UAW is apparently exploring: an authorization vote at BMW's and/or Mercedes' U.S.-based assembly plants, not at the urging of American workers on the plant floor but by pressure applied in German board rooms.

The remaining course of action left to Mr. Yokich, say insiders, is to essentially do nothing. With an average age approaching 50 and annual incomes and benefits the envy of many of their college-educated juniors, an extended trip to the strike barricades may not generate much enthusiasm. "All the current membership really wants is a steady income and no forced relocations until they retire," notes one expert.

But the betting is Mr. Yokich will be more outspoken and aggressive. Of his predecessor and political ally, Mr. Yokich says Mr. Bieber is a quiet, mental giant and admits that his style is different. Mr. Yokich says there have been times when Mr. Bieber gently admonished him to tone it down. "If it had of been me, I would have reached out and grabbed me by the throat," he quips.

Without that calming hand, intemperate outbursts are likely. Union insiders whisper about Mr. Yokich's short temper and long memory for perceived slights. Although occasionally profane and less traditionally articulate than predecessors like former presidents Leonard Woodcock and Douglas Fraser, no one questions Mr. Yokich's intelligence nor his passion.

And his political skills may be unmatched in recent UAW history. At a time when huge gains were impossible at companies like Ford and GM, he successfully convinced the membership that he got what was possible at the bargaining table. It was Mr. Yokich, as the lead negotiator at GM talks in 1990, who persuaded the giant automaker to guarantee workers' pay.

Contrary to his hardball image, Mr. Yokich and Peter J. Pestillo, Ford's savvy executive vice president-corporate relations, managed to forge innovative agreements in the '80s that kept Ford workers happy while allowing the No.2 automaker to make dramatic changes in plant operations. "A union that can't change as society changes can't survive," he told reporters.

"Can he lead the UAW? Absolutely," Mr. Pestillo tells WAW. "But he needs to be a bit more forthcoming; he needs to develop a national persona." Translation: He now must switch from the rough and tumble of day-to-day union business to the role of labor statesman and spokesman.

The quickest way to do that is to develop warmer relationships with the press, historically the object of his contempt and sometimes hostility. During the breakfast last month at the UAW's Solidarity House headquarters, only three reporters sat at Mr. Yokich's table early on while Mr. Bieber's table quickly filled up. The five empty chairs at Mr. Yokich's table eventually filled, but they should have been the hottest seats in the room. They weren't.

During the press conference, however, Mr. Yokich repeatedly showed a lighter side -- a softer edge than portrayed by his image and reputation.

Mr. Yokich seems to work best in the background. At GM, where there has been a series of expensive local strikes (see WAW -- May '95, p.40), company sources describe the working relationship as "healthy" and Mr. Yokich as realistic about the problems facing the company. The relationship improved significantly when President John F. (Jack) Smith Jr. began talking personally to Mr. Yokich, who would rather deal with decision-makers. But one GM insider is still scratching his head over 1993 bargaining when almost within hours Mr. Yokich congratulated the giant automaker for adopting a more progressive attitude during the talks and then, within earshot of reporters, angrily denounced company bargainers for the way they were handling local-contract disputes.

That incident may be an excellent example of Mr. Yokich's formidable political skills. Early in his career he reached out from the virtually all-white skilled trades wing of the union to make alliances with black union leaders. He authorized strikes at GM locals headed by dissidents, allowing them to settle disputes that might have boiled up at the convention.

G. Richard Wagoner Jr., president of GM North American Operations, describes restructuring the company's relationship with the UAW as "the most socially complex task we face." The man almost certain to be given day-to-day responsibility for that relationship has been both aide and ally to Mr. Bieber and Mr. Yokich: Richard Shoemaker, executive administrative assistant to the president, who's expected to be elected a UAW vice president and head of the GM Dept., replacing Mr. Yokich.

It's no secret that Mr. Yokich has no love for the unique contract the UAW and Gm's Saturn Corp. subsidiary agreed to in the mid-80s. "It's not where I'd like to see it be," he says. "It's an experiment; there are a lot of good things at Saturn." There'll soon be more: Mr. Yokich reportedly engineered a deal with GM recently to assemble a larger, Opel-based Saturn model starting in 1999 at its Wilmington, DE, plant where Chevrolet Corsica/Beretta are now built.

Unless things change, GM will continue to be allowed some technical violations of the current contract that requires the company to hire one worker for every two that retire or quit. It appears to be a case of mutual interest. With more UAW workers than Ford and Chrysler combined (225,000 active At GM, 175,000 at the other two), a healthy GM is in the UAW's interest.

Mr. Yokich dismisses gossip that his lifestyle tastes may not be in tune with the squeaky-clean image built up by a long line of UAW presidents. His official biography lists golf and boating as hobbies, and he's known to spend time on the lush golf courses in and around Palm Springs, CA, and in Scotland with Mr. Pestillo.

Friends note he hasn't been accused of anything officials at other top unions don't do without criticism. However, the Department of Labor is investigating allegations that he steered GM eye-care contracts to his friends and received kickbacks in return.

Mr. Yokich pooh-poohs the probe. "I don't get (health care) contracts, the corporation does that," he says. "This has been going on for 2 1/2 years. They wanted to look at some records. We turned them over, and we've heard nothing from them since."

One of the first clues students of the UAW are watching for is who gets promoted. Will Mr. Yokich begin developing younger, less-traditional leadership or will the sometimes criticized UAW bureaucracy simply shuffle up the ladder?

With Mr. Shoemaker in line to succeed him at GM, Mr. Yokich seems intent on tradition for now. Roy Wyse is expected to succeed Bill Casstevens as secretary-treasurer. Mr. Wyse, a 33-year veteran, is director of Region 5 and seems a perfect fit. He's more a finance guy than a politician, so it's unlikely he'll cause any ripples in the politically calm seas.

Eligible for six years as head of the union, Mr. Yokich likely will be the last of the "old line" of UAW leaders that began with Walter Reuther. "Management has gotten more sophisticated, but the UAW has not caught up," says one Big Three student of the union.

His time at the top will cover a period of profound change in his organization's membership. And through appointments, patronage and political support, Mr. Yokich will have a direct hand in the next generation of leadership. Thus, he'll have a major impact on the UAW's long-term future.

That may include a merger with another union, some UAW watchers suggest, and possibly reunification with the Canadian Auto Workers. After a rancorous fight with Mr. Bieber, the Canadians -- led by feisty Bob White -- seceded from the UAW in 1985. Mr. White later left the CAW and is now retired. With Mr. Bieber departing, there may be reasons to eye rapprochement.

Mr. Yokich says that's possible, but it could involve more than just the two unions. He alludes to forming a "North American metal workers federation" patterned after Europe's International Metal Workers Federation (IMF), which represents workers in many industries and many countries.

The UAW also "will continue to seek partners" where that may make sense, he says. The list includes the Teamsters, which recently rejoined the AFL/CIO, but Mr. Yokich is vague about specifics.

Among his most pressing challenges is the giant change that's coming in his membership demographics. The Big Three will hire an estimated 200,000 new workers in the next nine years to replace retirees, all of them the products of careful screening. They are expected to be better-educated, more technically skilled, more diverse, and largely devoid of memories of the early struggles of the union movement.

Some think they may not, however, be as anti-union as corporate executives might like. A source familiar with research done on the more than 10,000 hourly workers hired by the Big Three in the past year says that although most may not be budding union activists, they rank unions above corporations as worthwhile institutions. That may give Steve Yokich the kind of clout he needs to insure a viable future for the UAW in the 21st Century.

Beyond a brief lecture to the press to be more positive, incoming United Auto Workers President Stephen P. Yokich downplays his tough guy image at a mid-May breakfast press conference with his predecessor, Owen Bieber.

Careful to avoid any comments that might be perceived as critical of Mr. Beiber, Mr. Yokich uses the gathering to stress continuity rather than change. Organizing efforts will continue at the transplant complexes, the union will stand by its social and political agenda, and Big Three bargaining next year will focus on traditional issues such as health care, job security and outsourcing of work now done internally at the Big Three, he says.

Both union leaders hint that more progress toward unionizing German and Japanese transplants is being made than the press is aware of, but they decline to set timetables for organizing efforts.

"There is a time when you bring some of these things out in the open and there's a time when you continue to work quietly," observes Mr. Bieber. "We continue to work quietly."

Mr. Bieber says he intends to slip quietly into the background after his 12-year run as the union's leader, devoting the first year of his retirement to his western Michigan lakeside cottage. But he also promises to "help, any way I can" in the 1996 general election, which he predicts will bring a second term for Bill Clinton.

But Mr. Yokich will have more than the normal amount of experienced advice to call on if need be. The UAW will have an unprecedented three living ex-presidents: Mr. Bieber, Douglas Fraser and Leonard Woodcock.

You don't have to look hard for the union label on Steve Yokich. Both his parents were union activists and his grandparents were union members as well. At 59, Mr. Yokich is a blue-blood of organized labor.

Though he lacks the urbane polish of former UAW presidents Leonard Woodcock and Douglas Fraser and the rhetorical fire of the late Walter Reuther, Mr. Yokich makes up for it with nuts and bolts seasoning. "He has a more varied background and experience than anybody who ever assumed the presidency including Walter, Leonard, Owen (Bieber) or myself," says former UAW President Fraser.

Born in Detroit, Mr. Yokich started as a tool and the apprentice but quickly became active in UAW Local 155 in Detroit, which represented a rough and tumble group of tool and the shops. He rose to vice president of the local.

Mr. Reuther appointed Mr. Yokich to the Detroit-based Region 1 staff in 1969. That put him squarely in the middle of a number of bitter strikes, notably the 26-city struggle between the UAW and the Square D. Co., an electric components supplier, in the early 1970s.

In 1977, he was elected director of the region. Three years later Mr. Yokich was elected a vice president of the international union and given responsibility for difficult negotiations with "ag imp" companies such as John Deere and Caterpillar.

Mr. Yokich became an odds-on favorite to head the UAW when he dropped his bid to become national president and supported Mr. Bieber who, after winning the presidency, appointed Mr. Yokich director of the Ford Dept. in 1983. After leading national contract negotiations at Ford and setting the pattern in 1987, Mr. Yokich was given the plum assignment of heading the GM Dept. in 1989, considered by many to be the second most powerful post in the UAW.

He got the job despite serving from 1983 to 1989 as head of national organizing. The hard reality was there was no realistic way, amid massive plant closings, to stanch declining membership. He did succeed in expanding non-traditional UAW membership, including signing up 22,000 employees of the State of Michigan. And now he stands ready to assume the post he brazenly told his mother he would get almost 30 years ago: president of the United Auto Workers union.

Fewer than 40 people gathered on the Wayne State University campus in midtown Detroit on May 9 to memorialize a legend in the U.S. labor movement: The late United Auto Workers union leader, Walter Reuther. It was an odd collection that included a federal appellate judge, former Michigan Gov. George Romney, and aging political and union officials.

Mr. Reuther and his wife, May, were killed May, 9, 1970, in a Northern Michigan plane crash while en route to the union's education and training retreat at Black Lake. But to this day Walter Reuther remains, if not a presence, a titanic reminder of the stature and influence organized labor once had both in the U.S. and around the world.

His influence on the union and those who have followed him to the top job is barely diminished even now, and it's a legacy Steve Yokich should have no trouble assimilating.

"Walter more than any other individual forged the ideals, principles and philosophy of the UAW," says former UAW President Douglas Fraser, long one of

Mr. Reuther's top aides. Mr. Reuther was a true visionary. He plunged the UAW to a dizzying variety of issues well before they had become mainstream causes. Civil rights, world peace, the environment, the treatment of Mexican immigrants, health care reform, government support of the arts had become the union's social tenets. At the bargaining table, Mr. Reuther turned his concepts of a guaranteed annual wage, profit sharing, cost-of-living increases, job security and fully paid hospitalization into reality.

In corporate eyes, he became capitalism's "Public Enemy No. 1 " and in the establishment's view he was deemed a dangerous social tinkerer. Mr. Reuther survived a never-solved assassination attempt in 1948. He could be longwinded and maddeningly self-righteous but he was also widely respected. Wayne State named a school for him, and Interstate 696 coursing through the northern Detroit suburbs bears his name.