ABOUT MIDWAY through Hot Millions, a friend turned to me and said, "This movie has such ugly men." She's probably right--Peter Ustinov, Karl Malden, Bob Newhart and Robert Morley no doubt are ugly by most people's standards--and that's typical of the nice moves that went into the making of Hot Millions.

Like the ugly men, the other nice things about this picture are also strange. In its slick color photography, advertising campaign, title and plot, Hot Millions gives the appearance of being yet another film of the glamorous grand robbery mode (Charade, How to Steal a Million, Gambit, et al). But, for all these superficial indications, this movie has little to do with beautiful people or even money. Not only that, but it's a suspense film with little suspense; a comedy with few big laughs; a love story with no flesh. And Hot Millions characters are the kind of people Audrey Hepburn wouldn't be seen dead with.

Take Marcus Pendleton, the hero. He is, to be brutal about it, a fat slob. As Ustinov plays him, he slobbers, mumbles, stutters and swaggers. He is the kind of man who seems to have dandruff on his teeth. While the plot calls for Pendleton to pose as a computer expert and hitch up with an IBM-type operation to embezzle it out of millions, you know as soon as you see him that he'll be caught in the act. As a result, the fun is not in his attempted theft, but in what he does during his spare time.

One of the things he does is meet Maggie Smith, in the form of a character named Patty Terwilliger. Patty, like Marcus, is one of those people success and glamour have passed by. She can't keep a job (she loses a position as a meter maid because she doesn't have the heart to give a ticket); she attracts wretched men; and, when she cooks dinner for a gentlemen caller, the meal burns on the stove.

But she does play the flute for Marcus one night. And Marcus, not totally bereft of talent, plays the piano to accompany her. They fall in love, of course, and it's a scene that is something to see. The passion of two middle-aged failures finally breaking through the lone-liness of their lives can be much more exciting than Steve McQueen and Faye Dunaway playing an erotic game of chess.

Needless of say, all is not happiness. There is Willard K. Knatpole, who tries to uncover Ustinov's illegal schemes and steal his woman at the same time. Bob Newhart plays the part, and, believe it or not, he's funny. Oozing nauseating lechery out of his beady eyes, he makes his rotten ugliness a splendid contrast with Ustinov's lovable ugliness.

But, don't get me wrong, Hot Millions is not an ugly movie. Director Eric Till manages to capture the non-ugly features of his characters and the charm of the middle-class London settings. (And he does it without resorting to the gratuitous flashiness of a Norman Jewison work). The jokes provided in the Ustinov-Ira Walach screenplay are unfailingly gentle, and, in the case of some bits involving Robert Morley and Casar Romero, quite funny. What the film lacks in physical beauty and glamour, it replaces with humour and heart. I'll take two inarticulate bumblers falling in love while their dinner burns over two rich sex-symbol thieves any day in the week.