updated 9:30 p.m. ET Nov. 29, 2006

MEMPHIS, Tenn. - It won’t be the “Thrilla in Manila,” but Memphis Mayor Willie Herenton, a 66-year-old former amateur boxer, promises a good show when he steps in the ring with former heavyweight champion Joe Frazier.

The mayor and the champ are fighting a three-round exhibition bout Thursday for charity.

“Smokin’ Joe,” who is now 62 and more than 30 years removed from his 1975 battle against Muhammad Ali in the Philippines, said he and the mayor should both come out of the match in good shape.

Frazier said his once deadly left hook isn’t what it once was and he was unsure if he would try it on Herenton, as long as the mayor doesn’t “have the butterfly in mind,” referring to Ali’s self-described style of “float like a butterfly and sting like a bee.”

“I might get some flashbacks,” Frazier said Wednesday night to the crowd’s delight at a pre-fight party.

The exhibition at the Peabody Hotel in downtown Memphis will raise money for the city’s drug court, which offers rehabilitation services to drug abusers as an alternative to jail.

Frazier, who retired from boxing in 1976, runs a gym in Philadelphia and stages occasional exhibition bouts.

Herenton, in his fourth term as mayor, has been having fun promoting the upcoming fight, while using it as a chance to talk about his accomplishments as an amateur boxing champion.

At his only public workout, Herenton said he hoped to give boxing fans a good time.

“If they can see me at this age, can they imagine what I was like in my teens? I was awesome,” he said with a laugh.

Herenton turned to boxing while growing up in poverty in Memphis and credits the sport with building the self-confidence that helped him become the city’s first black mayor.

He briefly considered a professional boxing career after high school but decided to go to college instead and earned a basketball scholarship at LeMoyne-Owen College, a small black school in Memphis.

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Herenton went on to get a doctorate in education from Southern Illinois University, and in 1979 he became Memphis’ first black superintendent of schools.

Though he’s still a physical fitness buff, Herenton said training for the exhibition was tough. But it was rewarding, too.

“It gets me back in my old competitive mode,” he said. “I’ve had to train. I’ve had to run. I’ve had to hit the bag, all that stuff.”

And it may show detractors that he’s still a fighter.

“I know there are some people in Memphis who would like to see me carried out,” he said with another big smile.

Herenton has been a longtime supporter of amateur sports and of professional boxing in Memphis. He was prominent among city boosters who helped bring the Lennox Lewis-Mike Tyson heavyweight title fight to Memphis in 2002.

Frazier, an Olympic gold medal winner, held the heavyweight title from 1968 to 1973.

Two of his three fights with Ali are regarded as among the greatest in boxing history, including a successful title defense by Frazier in 1971 and the bloody “Thrilla in Manila.” It ended, with both fighters badly battered, when Frazier was unable to continue for the 15th round.

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