SOUTHAMPTON, N.Y. - Shinnecock Hills got the best of everyone Saturday - except the unflappable Retief Goosen.

On a day of survival at the U.S. Open, Goosen kept his poise with two birdies late in the third round that gave him a 1-under 69 - one of only three rounds under par - and a two-shot lead over Phil Mickelson and Ernie Els.

Mickelson never lost his loopy grin, despite making double bogey on the impossible par-3 seventh and missing a short putt on the 18th that cost him a spot in the final pairing Sunday.

But the Masters champion did lose his lead, dropping two shots on the final two holes.

Everyone else about lost their mind on a links-styled course that was crusty, firm and made the U.S. Open live up to its reputation as the toughest test in golf.

''From 1 to 10 in difficulty, it's an 11,'' Els said after a hard-fought 70.

It was tough on Goosen, too, but it was hard to tell. The coolest customer in golf, Goosen recovered from a miniature slide on the back nine with birdies on the 15th and 16th, giving him a chance to win his second U.S. Open in four years.

''I don't know how Retief shot under par,'' Mickelson said.

Lefty wound up with a 73, his first round over par in the majors this year. Still, he was only two shots back and in good shape to try to capture the second leg of the Grand Slam.

Had Goosen not missed a 5-foot birdie on the 18th his lead could have been even bigger. Instead, he was at 5-under 205 and will be paired with Els, a fellow South African who is in position to shake his Masters disappointment from losing to Mickelson by one shot.

Shigeki Maruyama, one of five players who had at least a share of the lead at some point, chopped up the 18th and missed a short putt to take double bogey, giving him a 74. He was at 2-under 208, along with Fred Funk (72).

Tiger Woods was one of the few guys who got in the last word, holing out a lob wedge for eagle on the 18th that salvaged his pride, but probably not his chances. Woods shot 73 and was eight shots behind, headed toward an eighth straight major without a trophy.

The last five U.S. Open champions had at least a share of the lead going into the final round, and Goosen is among the toughest frontrunners in golf. He won the '01 U.S. Open at Southern Hills, although the memory still lingers of his three-putt from 12 feet on the final hole that forced a playoff.

Els labored to stay around par for the day, but he can't complain with his position - two shots behind on a course that can swallow that up with one shot.

''I've got to shoot my score tomorrow and hope that's good enough,'' Els said.

Another South African had the best round of the day - Tim Clark, who teed off about two hours before the leaders and shot a 66 that moved him within four shots of the lead at 1-under 209. Joining him was Jeff Maggert, who got to 7 under par and had a two-shot lead until playing the final 13 holes in 6 over par.

''I try and look at the humor of it, but it's tough when you're out there struggling,'' Maggert said.

Even before Mickelson got to Shinnecock Hills, it was clear this would be a day of survival. It happens every year at the U.S. Open, when the grass feels like concrete, and the best players in the world get beaten up.

''The Masters was hard, but it was nothing like this,'' U.S. Amateur champion Casey Wittenberg said after a 75.

There were a few exceptions.

Clark, who finished third at the PGA Championship last year, nearly made a double-eagle on the par-5 fifth hole when his 6-iron stopped an inch behind the cup. He had a tap-in birdie on the 16th, and thought he had another on the 18th until he pushed a 2-footer for birdie.

''I don't see too many people making that score today,'' Clark said.

Charles Howell III was in the second group to tee off Saturday, having made the cut on the number. He shot 68 and moved into a tie for 13th at 3-over 213.

On the other end of the spectrum was J.J. Henry, who made only one par in his round of 86. Kevin Stadler (82) and Billy Mayfair (81) also failed to break 80. Vijay Singh started with three straight bogeys and never recovered, ending his U.S. Open chances with a 77.

Woods was somewhere in between.

He bogeyed two of his first three holes. Worst yet, it took him three wedges to go 100 yards up the slope on No. 10 and finally made double bogey. This major is probably a lost cause, too, although Woods was allowed one last shred of hope with his 18th-hole theatrics.

''If you get the guys to come back more, I can get a chance to win this thing,'' Woods said.

He would have to break a record in the process, because no one has ever come from more than seven shots back in the final round to win the U.S. Open.

Mickelson's only big mistake wasn't even his fault.

The par-3 seventh hole - the one players worried about earlier in the week - was nearly unplayable. It slopes hard to the left. The wind was blowing to the left. The green had been rolled overnight by mistake.

Mickelson landed right of the flag with an 8-iron and it rolled off the green. He chipped 15 feet by, leaving him a downhill putt that he barely touched. No matter - it trickled past the hole, and almost back down the green before it stopped long enough for Mickelson to mark it. He missed that 18-footer for double bogey.

But he gutted it out, and continued to make most of his nervy par putts in the dangerous 4-foot range.

Goosen missed a few fairways and took bogeys on the back nine, but he recovered with a solid 15-foot birdie on the 15th and a good up-and-down for birdie on the 16th.

''I feel like I'm ready to get into it Sunday at the U.S. Open,'' he said.

It sounds like he's ready to rumble, and Shinnecock Hills is sure to put up a hellacious fight.