GOP SAYS SIMON MILLIONAIRE ROARS AHEAD OF RIORDAN.

Byline: Rick Orlov Staff Writer

Millionaire businessman Bill Simon pulled off a stunning upset Tuesday over former Los Angeles Mayor Richard Riordan and Secretary of State Bill Jones to win the Republican nomination for governor.

Simon, a virtual unknown a year ago, used his wealth and Riordan's stumbles among GOP voters to win by a wide margin. He will now face a costly and contentious campaign against Democratic Gov. Gray Davis, who signaled he will be making an aggressive campaign against Simon for for the Nov. 5 election.

Riordan conceded the election less than three hours after the polls closed, offering his assitance to Simon but continuing to stress his campaign theme that the GOPO had to broaden its base.

``The Republican Party has always had a strong message of a hand up, not a hand out,'' Riordan said. ``My campaign carried a message worth fighting for. The Republican Party will become more powerful by becoming more inclusive.

``Bill Simon is the hope to bring glory back to the Golden State. I told him we will work together on our crusade to defeat Gray Davis.''

Davis, who helped defeat Riordan with an unprecedented cross-partuy attack, met with supporters chanting `'four more years'' at the Biltmore Hotel, immediately went on the attack against Simon.

``Bill Simon is a true-blue think tank conservative,'' Davis said. "`I am a practical problem solver. I respect the sincerity of his beliefs but I believe many of his ideas are out of step and out of touch with most Californians,'' Davis said.

``We need to keep moving California forward, not backwards and certainly not to the right.''

Among the issues Davis said he will emphasize is his own support for abortion rights and Simon's opposition to it.

Turnout appeared to be the second-worst in history, with state officials saying it was running at 36 percent. The worst turnout in state history was 35 percent in 1994. Exact figures were not available for Los Angeles County, but officials said it also appeared to be a light turnout.

Simon, who once was nearly 40 percentage points behind Riordan in the polls, surged to the front in the closing weeks of the campaign.

A downcast Riordan dropped his criticism of Simon on Tuesday night, saying the main goal of Republicans must be to unite to defeat Davis.

Riordan's electoral troubles apparently extended to his wife, longtime Democrat Nancy Daly Riordan, who refused to say how she cast her ballot but indicated she had not changed her party registration.

Riordan, 71, the former mayor who had initially received encouragement from the White House to run for governor, had seen his once sizable lead shrink over the past month in the wake of a $9 million barrage of critical ads by Davis and attacks by his GOP opponents.

As Davis raised questions over Riordan's views on abortion - the mayor said he personally opposes it, but favors a woman's right to choose - his Republican opponents attacked him for his past support of Democrats.

Riordan acknowledged contributing hundreds of thousands of dollars to Democrats - including Davis - but said he had given like amounts to Republicans and that such donations are the price of doing business as mayor of the nation's second-largest city.

But one Republican who has not forgiven Riordan is former Gov. George Deukmejian - who remembered the contributions Riordan gave to former Mayor Tom Bradley, a Democrat, when the latter ran against Deukmejian in 1982 and 1986.

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Photo:

(1 -- 2 -- color; different photo ran in Final edition) Bill Simon waves to a waiting crowd as he arrives at the LAX Westin Hotel on Tuesday night with some of his staff members.

John Lazar/Staff Photographer