BOSTON (AP) – Richard Dutrow had mixed emotions when he took over the training of Offlee Wild.

The horse wasn’t running well. He had problems with his hind end and his shoes. And Dutrow felt sorry for trainer T.V. Smith, who guided the 27-to-1 long shot to victory in the Holy Bull Stakes last year but then watched him finish 12th in the Kentucky Derby.

“He was a dead horse. When we picked him up, he had no life in him,” Dutrow said Saturday after Offlee Wild edged Funny Cide in the $500,000 Massachusetts Handicap.

“I’d go into his stall and he just didn’t care. But after six or eight weeks … he started showing a lot more signs of life. Whenever you pick up horses, that’s what you want to see.”

Dutrow saw a great race and collected his biggest payday when Offlee Wild finished a head in front of Funny Cide, the favorite and the winner of last year’s Kentucky Derby and Preakness. The Lady’s Groom was third, another head behind, as the three horses finished three abreast at the wire.

“The race set up perfect,” Offlee Wild jockey Edgar Prado said. “It was just a matter of finding room to get home. And he just kept on digging.”

Offlee Wild was a promising 3-year-old before disappointing in the Derby and then running just three more races last year because of fatigue and a leg injury. After finishing eighth in the Skip Away Handicap in March, owner Landson Robbins put Dutrow in charge of nursing his $325,000 investment back to health.

Since then, the horse has won twice in as many tries.

“This horse has really improved since Richard took over,” Prado said. “He has found the key to this horse.”

Offlee Wild paid $8.40, $3.80 and $3.20. The $2 perfecta with the two favorites paid $38.40.

Offlee Wild sat behind the leaders on the backstretch and took third on the far turn. He pulled even with Funny Cide and The Lady’s Groom on the final turn, and the three horses ran side-by-side-by-side down the homestretch.

“It was a great horse race. That’s all you can say,” Funny Cide owner Jack Knowlton said. “By any definition, he raced well. We’re pleased. He showed us that he can still run with very good horses.”

New England’s biggest horse race, the MassCap was first run in 1935 and has included such luminaries as Seabiscuit, War Admiral, John Henry and Cigar. It was canceled last year for financial reasons, but its return for 2004 drew a crowd of 17,280 to Suffolk Downs – the biggest crowd at the track in four years, many of them hoping to see Funny Cide join that list.

Instead, Funny Cide lost for the seventh time in nine tries since winning the first two legs of the 2003 Triple Crown. On the other hand, the New York-bred gelding has finished in the money in seven of those races.

“There were so many Funny Cide fans,” Knowlton said. “Obviously, he’s got a following. Wherever he goes, he’s a fan favorite, and people go out to see him.”

On the undercard, in the $200,000 James B. Moseley Breeder’s Cup Handicap, Gators N Bears won by 41/2 lengths, with Valid Video rallying to edge heavy favorite My Cousin Matt at the wire.