MILLENNIUM MAKEOVER; BASICS FOR THE SEASON ARE SHAPE, SHINE, SIMPLICITY.

Byline: Barbara De Witt Fashion Editor

Are your saddlebags bulging from binging?

Has your your hairdresser hinted you'd look younger with a new 'do?

Are you still pinning a scarf on the shoulder?

Consider a millennium makeover. It's a wardrobe overhaul that will knock off 10 pounds and 10 years without exercising or dieting.

For more details we talked to numerous makeover experts, asking them for their best-kept secrets as well as those tell-tale signs of fashion frumpiness. And in the spirit of a better-dressed nation, they spilled.

--Start with a firm foundation. TV and film stylist Jane Mannfolk advises an uplifting, minimizing bra and support hose instead of those with tummy-control panels for the smoothest fit. And for heavy-duty support, she suggests a shaper (formerly known as a girdle).

--Dump the old-lady handbag. A woman's age and fashion consciousness is spotted in her choice of purse, according to Eve Michaels, consultant for Nordstrom and Enhancements Professional Image Consulting. ``Big, soft, mushy shoulder bags are old-thinking, while smaller, structured bags with shorter straps are young.''

Get rid of the hefty, oversized satchel and try something colorful and fun, suggests Linda Arroz, editor of Realsize.Com. Try a small fabric tote embellished with beads or mirrors. But maybe not for the office.

When shopping for a new purse, advises Mannfolk, look at yourself in the mirror. Sometimes the bag with counter appeal can make you look older and heavier even though it's able to hold all your photo albums of the grandkids, a phone, beeper, bottle of water and a box of tissues.

--Minimize jewelry. To take off more years and pounds, Mannfolk always advises her clients to minimize their jewelry. ``All those gold chains, bangle bracelets, rings on the fingers ... things you wore back in the '70s and '80s give your age away. Get rid of the clutter, and opt for statement makers, such as a Cartier tank watch or one that looks like it. Then add a stunning pair of earrings or simple diamond studs. But do keep the kitty earrings and items your kids gave you for family affairs.''

--Look at your glasses. Are they older than the family car? Frames need to be updated as your image changes, Mannfolk says, noting that big black plastic frames go with artsy images, while cat's eye styles are losing their cachet, being upstaged by the return of aviator styles.

--Polish your weekend wear. Jeans are fine (try the stretch denim in dark blue), especially when teamed with a long hooded pullover or a man-tailored white shirt. And a sweater set with long cardigan will hide all kinds of diet sins. To knock off a few years, says Arroz, avoid those brightly colored jogging suits for non-joggers, and sweat shirts with crafty appliques with elastic-waist pants.

Arroz is also big on monochromatic statements, and believes that even head-to-toe white (although darker is better) is more slimming than a multicolored ensemble.

--Suit your figure. When it comes to professional attire, make sure the jacket fits well, especially at the shoulders. ``If you're buying a new suit, look for simple lines with a three or four-button jacket in stretch techo fabrics, such as wool with Lycra,'' says Michaels. ''Not only will it flatter the body, as long as it's not too tight, but it will show that you're up-to-date.''

Although slim knee-length skirts are the norm, a longer skirt will look newer, and also thinner because it creates a long, vertical illusion, says Michaels. Regardless of skirt length, Arroz says to wear sheer nude stockings instead of suntan. And start noticing that sheer black is making a comeback for spring.

--Cover defects. Got flabby upper arms that need some camouflage? Arroz goes back to the cardigan, but says large scarves and stoles - such as the pashmina - are great cover-ups for evening. And don't rule out peasant tops as being too young. They can hide fuller arms and waists and bring the eye up, which is your ultimate goal.

--Add height. No matter what your height, you can add a couple of inches by just standing up straight and lifting your rib cage, says Arroz. For added height and curvier calves, add higher heels; for a younger stance, try a shoe with square toes or a novelty such as pony print.

--Update your 'do. ``It's a fact - gray hair makes you look older. But so does over-bleached or over-dyed hair,'' says Dawn Ellinwood, senior colorist at Frederic Fekkai Beaute de Provence in Beverly Hills. According to Ellinwood, ``As we get older, we lose color in our skin and hair, and we need some warmth in our hair color. For instance, instead of an ash brown, try toffee or chestnut.''

Lisa Edwards, co-owner of Allen Edwards Salons (located throughout the Valley), says women shouldn't be afraid to change their hair style frequently because it's one of the quickest way to update their image. She points to the big hair of the '80s and says that's the giveaway on a woman's mindset. Although she thinks super short hair can erase pounds and years, Edwards says the classic bob can work if it is made shorter in back and has a side part or bangs. Key details to younger hair are less pouf and more shine.

--Freshen your face. When it comes to makeup, the biggest mistake women make, says makeup artist David Sokolsky of Frederic Fekkai salon, is overuse.

``Less is more when you get older, so you want to use a lighter base and less powder for a dewy complexion. Choose a color that matches your skin in a tinted moisturizer or foundation mixed with a little moisturizer, and consider using a light wash of bronzing gel for a sun-kissed look,'' Sokolsky advises.

--Avoid frost. Anything with glitter or sparkle is a no-no on mature skin because it magnifies wrinkles, says Sokolsky. And that includes eye shadow and nail polish (especially blue).

Makeup artist-to-the-stars Bobbe Joy adds that women will look more contemporary if they consider their eye color and use soft shades that are the opposites of their eyes. For instance, says Joy, peach and apricot shades work well with blue eyes, while lavender looks good with green eyes. For brown-eyed brunettes she suggests plum.

--Gloss it over. The next trick is create a youthful pout that won't bleed into the fine lines around the mouth. To minimize the problem, Sokolsky and Joy suggest lining the lips, completely filling them in and then adding a tiny bit of gloss or moist lipstick.

The final touch is blush, which shouldn't be so dark it makes your face look dirty, and it should be applied in the apples of your cheeks, then your hairline and a dab on the chin to create a slimmer you.

CAPTION(S):

9 photos

Photo: (1 -- 9 -- all color)

(1 -- 2) Above: Update frames with something artsy by Frederic Fekkai.

Left: Think young with a novelty purse by Lane Bryant.

Evan Yee/Staff Photographer

(3) Classic watch styles by Cartier are timeless.

(4) Above: Try slimming effects of a monochromatic ensemble by Delta Burke.

(5) Below: Choose shoes with flair and height by AVC.

Evan Yee/Staff Photographer

(6) Our makeup tricks include, clockwise from left, Lip Shine tube of gloss by Frederic Fekkai; L'Occitane lipstick and lipstick crayons; and lip liner pencil by Senna.

Evan Yee/Staff Photographer

(7) Left: Keep upper arms under wraps with a pashmina by BCBG.

Evan Yee/Staff Photographer

(8) Above: Create a vertical line with a cardigan by Carole Little.

Evan Yee/Staff Photographer

(9) Twinsets provide comfort and coverage by Liz Claiborne.