THE clock is running on “24,” this season’s most anticipated new show.

The second episode of “24” aired this past Tuesday night, losing 3 million viewers from it premiere week and ranking a distant fourth in its timeslot.

But there’s a caveat – “24’s” competition, which has been extremely rough since its Nov. 6 debut.

Tuesday’s “24” was up against special back-to-back “Frasier” episodes on NBC and Michael Jackson’s 30th anniversary special – which helped CBS notch its best Tuesday-night ratings since 1994.

And because of the events of Sept. 11, Fox was forced to push the premiere of “24” to Nov. 6 – up against the two-hour season premiere of “NYPD Blue.”

“There are other networks, who shall remain nameless, who did a great job of convincing people that this show was going to go through the roof – and for that very reason [they] raised expectations,” says Preston Beckman, Fox’s executive vice president of strategic program planning.

“The fact of the matter is that this show premiered at exactly where our projections were – in fact, higher,” Beckman says. “The very good news is that we’ve seen enough of this show to know that it’s a quality show that we think will eventually find its audience.”