GOLDMEMBER, the third installment in the AUSTIN POWERS franchise, handily topped the box office this weekend with a whopping $71.4M debut. This gives the spy spoof $75M total (including Thursday's sneak preview gross) making it the highest July debut ever. The weekend's other new film, Disney's THE COUNTRY BEARS, based on the Disneyland theme park attraction, made a lackluster sixth place debut with $5.2M. This may not bode well for Disney's upcoming features based on theme rides The Haunted Mansion and Pirates of the Caribbean. In his second week out, the feisty mouse with a motor car lost just 29% of his audience, as STUART LITTLE 2, with visual effects by Sony Imageworks, was in third with $10.7M for a cume of $34.8M. MEN IN BLACK II, with primary visual effects by ILM, is well on its way to the $200M mark. The alien actioner landed in fourth place this weekend, with $8.7M for a four-week total of $173.6M. K-19: THE WIDOWMAKER, with primary visual effects by ILM, added another $7.3M to its total for $25M but the dragons are dragging as REIGN OF FIRE, with visual effects by The Secret Lab, dropped to eighth with $3.3M for a three-week total of $36.2M. Spiders may have peaked earlier this summer, as the giant spiders of EIGHT LEGGED FREAKS are not helping its box office. The film, with visual effects by Centropolis FX, dropped all the way down to fifteenth place in its second weekend, earning $2.3M for $14.1M to date. LILO & STITCH dropped three spots to twelfth, bringing in $2.6M for $134M to date. Box office information obtained from yahoo.com and boxofficemojo.com.