The "Battle of the Ages" will forever be remembered as the night 42-year-old George Foreman almost regained the heavyweight championship.

Foreman lost a unanimous decision to Evander Holyfield on Friday night, but surprisingly went 12 hard rounds with the 28-year-old champion. Foreman emerged with his face swollen and the first loss on his 25-fight, four-year comeback, but finished on his feet."I didn't retreat, did I?" he asked afterward. "I had no idea he could take so much punishment and give punishment."

Holyfield, a 7-2 favorite, had no idea the 257-pound Foreman would take so much either. He belted Foreman with 355 punches, hurt him at the end of the third and ninth rounds and ripped off a 20-punch combination in the seventh.

"I hit him with a lot of shots like that (the Douglas KO punch)," Holyfield said. "George was determined. George proved a lot to me and I guess to himself."

Foreman, who won the title in 1973 from Joe Frazier and lost it the next year to Muhammad Ali, is 69-3 over his long career. His performance Friday night might keep his career alive, but he may retire to his ranch in Marshall, Texas, and become a full-time preacher.

"Realistically," he said, "the door is open for me now."

Foreman's promoter, Bob Arum, said Foreman's $12.5 million payday and the respect he earned would allow him to walk away from boxing with no reason to look back. He also has a lucrative offer from HBO as a boxing commentator.

Holyfield said he gained more than a $20 million payday with the victory.

"I didn't lose anything," Holyfield said. "I fought a 42-year-old guy who can punch and lasted 12 rounds and won my first title fight."

Holyfield expects to fight again in September or early October, and wants to battle former champion Mike Tyson. His handlers say they will try to negotiate with promoter Don King, but suspect King will not negotiate until Tyson's contract with manager Bill Cayton expires in February.

"If Tyson chooses to step up and fight me," Holyfield said, "I'm ready."

Tommy Morrison fought his way out of the next title shot with a poor showing in a fifth-round victory over Soviet Yuri Vaulin on the Friday night undercard. That leaves Riddick Bowe and Ray Mercer as the leading candidates to meet Holyfield if Tyson does not. But Team Holyfield wants Tyson.

"That's the fight I want," Holyfield's trainer George Benton said.