RIORDAN `STUNNED' BY ARNOLD.

Byline: Rick Orlov Staff Writer

No one was more surprised - or felt more totally betrayed - by actor Arnold Schwarzenegger's stunning announcement that he would run for governor of California than candidate-in-waiting Richard Riordan, sources said Thursday.

At 3 p.m. Wednesday, just two hours before Schwarzenegger taped ``The Tonight Show with Jay Leno,'' where he dropped his bombshell, he assured Riordan he would not run, the sources said.

``The mayor was stunned,'' an aide said. ``He was amazed and angry. He felt like he had been set up. We all know politics is tough, but we thought there would at least be some chivalry and friendship.''

From the outset, Riordan has made it clear he would not run if the actor, a moderate Republican like the two-term former mayor, joined the recall election fray.

The two held a conference call with Noelia Rodriguez, who had been Riordan's press deputy and now works for first lady Laura Bush, to discuss what needed to be done within the past two weeks.

Rodriguez flew to Los Angeles on her own time to meet with Riordan and lay out a strategy he agreed to follow if he was going to get into the race.

But, even then, there was a foreshadowing of potential disagreements.

Riordan grew angry at the Schwarzenegger camp for what he believed were leaks about his plans and meetings with Rodriguez.

``Clearly, he felt the Schwarzenegger people were trying to embarrass him,'' said one aide. ``It was not appreciated.''

Still, Riordan talked almost daily with Schwarzenegger about the campaign and how Riordan would take on the actor's campaign staff when he pulled out of the race.

On Thursday, Riordan remained out of the public limelight, and didn't issue a statement of support of the actor until late in the day, saying he would not run.

Even then, most of the statement dealt with his appreciation of the support he had received and the need to change the state government.

``While the need for a recall is a tragedy, the people of California deserve a governor who will lead through accountability,'' the statement said.

``This recall election offers us a choice: We can either continue with politics as usual or elect someone who works on behalf of every Californian and not just special interests.''

Schwarzenegger downplayed any hint of a conflict at his news conference after taking out papers to run in the Oct. 7 election.

``I am very happy that Mayor Dick Riordan is supporting my campaign,'' Schwarzenegger said. ``He has called me today at 8 o'clock in the morning, while I was working out, while I was on the Lifecycle and sweating.''

``So I'm very honored to have Mayor Dick Riordan support my campaign and work for me so that I will become the next governor of the state of California.''

It's not the first time Riordan has felt a sense of betrayal rooted in politics and personal ambition.

While he was mayor, he felt that longtime friend and adviser Bill Wardlaw, who had persuaded Riordan to run in 1993 and engineered both successful mayoral campaigns, betrayed their relationship by backing James Hahn over Riordan's choice of a successor.

And last year, Riordan had a falling out with neighbor Bill Simon over the governor's race. After at first encouraging Simon to run for the GOP nomination, Riordan got into the race on his own when Simon hesitated over making a decision.

Riordan ended up getting knocked out in the Republican Party as the Davis campaign ran $10 million in negative commercials against him.

Rick Orlov, [phone]

rick.orlov(at)dailynews.com