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Ray Floyd had that old, winning gleam in his eye, the Masters in his hand and the Bear at his back.

Floyd, a 47-year-old Hall of Famer who captained America's last Ryder Cup team, shot a magnificient 31 over the back nine Saturday for a 68 and a two-stroke lead after three rounds of the Masters.But lurking five shots behind him after a 69 was 50-year-old Jack Nicklaus, who is trying to prevent his long-time rival from usurping his status as the oldest Masters champion.

"At this stage, I have nothing to prove to myself," Floyd said. "I haven't put any pressure on myself. Of course, if you have a chance to win a major..."

Floyd's 10-under-par 206 total was two shots better than Masters rookie John Huston and three in front of defending champion Nick Faldo.

But it was Nicklaus - who went into semi-retirement after scoring his sixth Masters triumph in 1986, then re-emerged as a 50-year-old grandfather with a victory last weekend in his first Senior Tour event - who loomed largest among Floyd's rivals.

"He put himself on the spot going into the Seniors, and he won there," Floyd said. "Then he put himself on the spot saying he'd be competitive here.

"Over the years, when Jack has put himself on the spot, he's performed well."

Floyd has had to contend with Nicklaus all his life. Nicklaus was in the field when Floyd won all his four major titles. And Floyd was in the field when Nicklaus won most of his 18. Together, they have 57 years on the PGA Tour and 91 victories.

So it was natural that Raymond had Jack on his mind. It was understandable that he was thinking of someone else when he was asked to comment about the showing by Huston, who said he's watched every one of Nicklaus' six Masters titles on television.

The Augusta National course, built by Bobby Jones on the rolling terrain of an old nursery, has a lot to do with Floyd and Nicklaus being on the leader board. They've spent a combined 58 weeks playing the Masters on it.

"You need to know how to handle it," said Seve Ballesteros, who owns two Masters titles. "The older you are, the more advantage you have."

Floyd's closest challenger is Huston, who qualified for his first Masters last month when he got his first Tour victory.

Huston, who ran off a string of four consecutive birdies beginning on the eighth hole, shot a 68. Next was Faldo, who was comfortably placed at 209, three off the pace and not at all unhappy about it.

"It's a tough tournament to lead," said Faldo, who moved up with a bogey-free 66 in his bid to join Nicklaus as the only men to score consecutive Masters victories.

"There's a lot of pressure on this course. It's a field golf course, difficult on the man leading," he said.

Bernhard Langer, the West German who won this title in 1985, and Scott Hoch, who lost to Faldo in a playoff last year after missing a 2-foot putt on the first extra hole, were at 212. Langer had a 69 and Hoch shot 73.

No one else was within seven strokes of Floyd, who won this event in 1976 and also owns two PGA national championships and the 1986 U.S. Open title.

A number of others made their moves early in the day.

And, for a while, it appeared those early moves would be enough to get them in contention.

For example, there was Tom Kite, the 1989 Player of the Year, who solved some putting problems and did not have a "5" on his card in a round of 66 that lifted him to two under par.

"At least, I'm in touch with the lead," Kite said.

But that was before Floyd began his rampage over the back nine, overhauled Huston and regained the top spot with a string of three consecutive birdies beginning on the 14th.

That burst, five birdies in seven holes, virtually eliminated from the title hunt a host of hopefuls that included Ballesteros, Kite, Tom Watson and two-time U.S. Open winner Curtis Strange.

Strange salvaged a 71 after burrowing through underbrush and bushes in search of his ball on a hill behind the 12th green. He made double bogey there and finished in a tie with Kite at 214, nine behind.

Ballesteros and Watson were another shot back at 215, an unexpected nine strokes away. Watson had an early 67 and Ballesteros shot a 68 that made up no ground at all.

For a while, it appeared that it would.

Floyd bogeyed three times in a string of four holes on the front, blew his lead and drifted back into the pack. But Floyd, who shares the Masters' 72-hole scoring record with Nicklaus, had that gleam in his eyes and would not be denied.

"It seems like Ray can smell it," Hoch said. "He gets in the hunt and his eyes bug out and get big and he gets that look."

Floyd was trailing by one at the turn and had to birdie the 10th to stay that close.

On the 12th, he rolled in a 15-foot birdie putt. He chipped in from the fringe on the 14th, and pumped his fist in celebration.

He sank a 10-foot birdie putt on the par-5 15th to take the lead over Huston and his birdie at 16 stretched the margin.

"I've got a shot, but Raymond is the key to the whole golf tournament," said Nicklaus, a winner last week in his first start on the Senior Tour. "If he shoots a good round tomorrow, no one can catch him."

If they don't, Nicklaus will lose the distinction of being the oldest Masters winner. He was 46 when he scored his last triumph here in 1986. That also was his last win on the regular tour.

After that victory, Nicklaus cut back on his playing schedule and called himself "a ceremonial golfer." Now, however, he's serious about golf again.

(Additional information)

The leaders

Raymond Floyd 70-68-68 - 206

John Huston 66-74-68 - 208

Nick Faldo 71-72-66 - 209

Jack Nicklaus 72-70-69 - 211

Scott Hoch 71-68-73 - 212

Bernhard Langer 70-73-69 - 212