JM RICHARDSON is preparing for the worst.As executive director of the Flint Community Planned Parenthood Association in Michigan, Mr. Richardson is looking squarely in the face of a future without federal funds - $408,000, or more than 40 percent of his budget. If the federal government holds to its plan for a strict ban on discussion of abortion in federally funded clinics, Richardson says the two clinics he runs will be morally obligated to forgo the money. That will spell the end of free services for poor women, and, he fears, the end of their reproductive health care, including birth control and screening for cancer and sexually transmitted diseases. "We're on the horns of a dilemma," says Richardson. "On the one hand, our mission is to get care to low-income women and teenagers. On the other, we are obligated to give them full and complete information on their options. We're being forced to decide." Flint Community Planned Parenthood is by no means the worst of the hardship cases. Some, with federal funding levels as high as 80 percent, will have to shut their doors altogether if they can't find a way to comply with the regulations and still discuss all the options with pregnant patients, their directors say. In the wake of Congress's failure last week to overturn the ban on abortion counseling, the reality of that tough decision is one step closer for the hundreds of clinics around the country that receive federal funding. The 1988 regulation - called the "gag rule" by critics - has not been in force, because of court injunctions covering most of the country. But following the Supreme Court's Rust v. Sullivan ruling in May that upheld the rule, the injunctions have been lifted. The Department of Health and Human Services (HHS) may now begin implementation. Women's health officials are on the edge of their seats. "Every time the phone rings, my stomach jumps!" says Betsy Render, director of the Wyoming Reproductive Health Council, which includes 21 clinics that receive funding under Title X of the Public Service Health Act. "Quite honestly, we don't have a specific plan yet because we don't know what the exact requirements will be. But if the clinics had to give up their [Title X] money, they'd have to close." According to Lucy Eddinger, spokeswoman for HHS's Office of Population Affairs, the guidelines have not been completed and there is no timetable for their distribution. An HHS memo to Title X clinics last spring stated that a pregnant woman who asks about abortion must be told that the clinic "does not counsel for abortion." Then she would be referred for prenatal care. But the guidelines did not specify whether clinics could allow staff whose salaries were not covered by Title X to discuss abortion, or whether a separate office in the clinic, also not funded by Title X, could handle abortion counseling. "Until we get some clarification, we've told the clinics to sit tight," says Judith DeSarno, executive director of the National Family Planning and Reproductive Health Association Inc. President Bush recently complicated HHS's task by stating that "patients and doctors can talk about absolutely anything they want." HHS, therefore, must flesh out a black-and-white government regulation that explicitly bans discussion of abortion - a rule deemed constitutional by the Supreme Court - while Bush is on record saying the exact opposite. Further, the president's statement about doctors fails to consider the fact that most counseling is done by lower-level health-care professionals, such as nurses and counselors. Some clinics say that because those professionals are following the policies of the clinic's medical director, a physician, that his doctor-patient privilege would extend to them. Chances are HHS's anticipated guidelines will be vague, clinic directors say, allowing clinics to file compliance plans saying they will follow the rules according to their own interpretation, thus letting them maintain their Title X funding. If HHS decides to play it tough, some governors have said they will try to find state money to make up the shortfall. Massachusetts Gov. William Weld has pledged to come up with the $3.1 million that his state's clinics would have to forgo. Gov. Pete Wilson of California has made a similar promise. But turning to the fiscally strapped states isn't the solution, say health officials. "Tennessee needs money for education," says Debbie Blair, executive director of Planned Parenthood of East Tennessee. "Some of our regions don't even have enough money for school buses." Ms. Blair's affiliate, which covers parts of poverty-stricken Appalachia, would have to close six or seven of its eight clinics if forced to give up Title X funds, she says. Eighty percent of its budget comes either directly from Title X or is linked to it. The battle isn't over. Judy Crockett, a lobbyist for the American Civil Liberties Union, is pushing to get the matter back to the floor before Congress breaks "It's time for guerrilla war," she says. "We're not interested in being good girls anymore." "We're committed to fixing the gag rule," says ACLU lawyer Kathryn Kolbert. "It means the dismantling of family planning in this country, and we won't sit back and let it happen. What we saw [last week] in Congress is just the opening round."