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In the beginning, it was called "Project X," a top-secret publishing plan shrouded in mystery, that would plunge Time Inc. into the mainstream of American sports journalism.

Forty years later, Sports Illustrated celebrates a milestone birthday this week.On some fronts, the birth of the new magazine was viewed with skepticism because in 1953, sports was not the multibillion-dollar industry it is today. One editor wrote a 13-page memo on why the project was doomed to fail. Instead of dropping the idea, executives at Time Inc. simply turned it over to another editor.

Sidney James, assistant managing editor at Life, became SI's first managing editor, charged with carrying out the plan. "I decided it could work," he said, "and I told them, `Here's how.' We were not flying by the seat of our pants. We had a direction we thought we should take."

Understand that in 1953, pro football was nothing more than an afterthought in the world of sports. Pro basketball was barely under way. Hockey was a regional operation. There was suspicion that sports couldn't support a full magazine, certainly not one that would be published every week. Nowhere was that suspicion stronger than in the advertising industry.

The first issue, dated Aug. 16, 1954, sold for 25 cents with a cover showing a night game at Milwaukee Country Stadium between the Braves and New York Giants. The answer to a frequent trivia question is that the batter was Eddie Mathews, the catcher Wes Westrum and the umpire Augie Donatelli. It is interesting to note that both teams have since moved to other cities.

SI's debut edition happened to coincide with a memorable race in Vancouver when England's Roger Bannister and Australia's John Landy became the first two men to run four-minute miles in the same race.

"We got lucky," James said. "It broke on our deadline."

The Bannister-Landy race became the lead story. And it had plenty of company. "We had too many stories in that first issue," James said. "We could have cut a couple."

If Madison Avenue wasn't impressed with the first SI, the public was. The first press run of 500,000 copies was a sellout and generated all manner of mail from prominent readers. "The new magazine is a honey," wrote poet Carl Sandburg. Movie producer Samuel Goldwyn called it "a splendid job, magnificently done."

In the first year, SI featured notable bylines like Paul Gallico, John Steinbeck, Rev. Theodore M. Hesburgh, Budd Schulberg, William Faulkner, Red Smith and Jim Murray.

The controversial swimsuit issue was introduced in 1964. Coincidentally, that was the same year SI turned a profit for the first time. "The magazine cost money to produce," James said, "but we never went anywhere but up."

An examination of the magazine's most popular cover subjects offers a panorama of sports for the last 40 years. Muhammad Ali is the leader with 32 followed by Michael Jordan with 30. Then come Kareem Abdul-Jabba (27), Jack Nicklaus (23) and Magic Johnson (21).