THERE'S SOMETHING funny going on around here.

Rich Walker, a comedian by trade, jumps up from his seat, waving his arms.

"And now, Johnny Huff, everybody! King of the one-liners! Hey, Johnny, get rid

of the gum."

Huff, 41, of Shirley, jogs up from the darkness onto the stage at the

Brokerage Comedy Club and into the spotlight. "OK, OK, here we go," he says

into the microphone. "Ahhhhh... If a cow gets arrested and he's let go, does he

have a legitimate beef?" Bada-boom!

"I saw a bunch of guys robbing a fabric store... so I guess that makes me a

material witness." Bap! "My doctor told me it was old-fashioned not to have

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medical insurance, but I told him, 'Hey, I'm HIP!'" Bing!

The members of the audience - all 10 of them - groan. It's a tough crowd,

because everybody's a comedian - or wants to be. By day, they teach, practice

law and make canvas boat covers (Huff installs pool liners). But at night,

they're finding out if they have the right stuff to be funny... seriously funny.

Good evening, ladies and gentlemen, and welcome to the third of seven

classes at Stand-Up University, a school for aspiring comedians. For the past 3

1/2 years, professional comedians Peter Bales, Steve Lazarus and Rich Walker

have worked with more than 600 would-be Jerry Seinfelds and Ellen DeGenereses,

honing their writing and performance skills. On this night, the students are

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beginning to put together their program for graduation - a 5-minute stand-up

routine that will be delivered and videotaped at the club before an invited

audience in less than a month.

Chris Gannon, a massage therapist from Seaford, grabs the mike. She's

"about 30," gay and recently had to move back home.

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"How'd your mom feel about that, about you're being gay?" Bales asks

seriously, pushing her to use some personal history in her act.

Gannon starts into a meandering narrative about how she wound up back home,

but after a few sentences Bales jumps in, asking her to say something specific

about her mom and about being gay.

"OK," Gannon says. "I thought my mom was taking it pretty well, until I ran

into a neighbor who thought I'd died three years ago." Bada-bing!

"Yeah, that's it," Bales says. "Keep it focused, and let's go clean."

And so it goes for 5 1/2 hours, each student offering rough ideas and then

trying to edit them down.

Tony Coletti, 36, a social studies teacher at Aviation High School in Long

Island City who took second place last year in a search for the funniest

teacher in New York City, loves the class.

"It's great fun, and it gives me a chance to get things off my chest," says

Coletti, of Syosset. He's working on a routine about having to tell kids not

to do things that he was doing only a short time ago. ("I say to them, 'You

can't smoke in the boys room.' Then, I see the same kid in the hallway later

and ask if I can grub one.")

"This is not easy stuff," says Bales, 46, of Northport, a history teacher

at Queensborough Community College who studied in the 1980s with Chicago's

famous Second City troupe and later directed The Laughter Company when it

helped launch the careers of comedians Rosie O'Donnell and Bob Nelson. "It

takes courage and guts to get in front of a crowd and expose yourself," he says.

The school, which costs $350, has attracted students from age 11 to 70,

including businessmen and others who just wanted to work on their public

speaking skills.

Lazarus, 41, of Queens, who has been a vendor at Yankee Stadium for almost

20 years, and Walker, 37, of Commack, an insurance claims adjuster, explain

that the three founders started Stand-Up University because of dissatisfaction

with comedy classes they'd taken. "We're trying to give them the whole picture,

the work behind the scenes," Lazarus says, "and give them the benefit of our

experience."

"The best jokes are quick, to the point," says Bales, who has just

interrupted boat canvas maker Joe Galia of Huntington as he launches into a

routine about turning 40 and facing some midlife crises.

"Bob Hope and Phyllis Diller are probably the best example," Bales says,

"throwing out seven setups and punchlines in a minute. Two sentences is ideal:

one to set up the joke, one for the punchline, and you move on. OK, try it

again."

Galia takes a breath: "I just turned 40, and I think I'm handling it pretty

well, except that yesterday when I was driving my Corvette down to the strip

club, my Hair Club for Men brochure blew out of the car - and that was a

bummer." Ba-boom!