Juliet Prowse, the tall, leggy dancer with the sultry smile and the bee-sting lips who became a tabloid celebrity when she offended Khrushchev and captivated Frank Sinatra, died yesterday at her home in the Holmby Hills section of Los Angeles. She was 59 and had been a staple of Las Vegas nightclub acts, television specials and touring musicals for more than 30 years.
The cause was pancreatic cancer, a spokesman said.
Although Miss Prowse was an accomplished dancer who had been trained in classical ballet in London and South Africa and had had a successful career in Europe before being discovered in Italy by the choreographer Hermes Pan, Miss Prowse was an unknown in the United States when Mr. Pan recruited her to appear with Mr. Sinatra and Shirley Maclaine in the movie-musical ''Can-Can.''
Then came the day in 1959 when Khrushchev, the Soviet leader, visited the ''Can-Can'' set in Hollywood during a celebrated state visit to the United States and pronounced the entertainment ''immoral.''
Within hours Miss Prowse's scantily-clad image was in virtually every newspaper in America and she was being hailed by Hollywood as another Betty Grable.
Miss Prowse, who knew propaganda when she heard it translated (Khrushchev had been all smiles during the visit, she said), was nonplused. ''Let's face it,'' she said. ''the cancan is a pretty raucous number. It's not exactly 'Swan Lake.' ''
Although she won enthusiastic praise for both her acting and her dancing in ''Can-Can,'' Miss Prowse was two decades late for the era of the big Hollywood musical and she appeared in only a few, largely forgettable movies, among them, ''The Second Time Around,'' with Debbie Reynolds; ''Who Killed Teddy Bear?'' with Sal Mineo, and ''G.I. Blues,'' with Elvis Presley.
But the Khrushchev remark, a romance with Mr. Sinatra (they were engaged for six weeks in 1962) and a simultaneous fling with Mr. Presley made her an enduring darling of the gossip columns and enhanced her popularity as a television and night club performer.
Juliet Prowse, whose father was a British manager for Westinghouse who died when she was 3, was born in Bombay, India, and grew up in South Africa, where she emerged as such a skilled dancer that at 14 she was the ''baby ballerina'' star of the Festival Ballet in Johannesburg.
At 17 she was pursuing her career in London, but had to switch to modern dance when she grew too tall, 5-7, for her partners. ''When I got on my toes,'' she said, ''some of those male partners were way down there.''
A part in the London production of ''Kismet'' led to an engagement at a celebrated topless dance club in Paris, but Miss Prowse was not allowed to appear uncovered.
''I was considered English,'' she later said. ''In those shows, nudity was the guarded right of the French and German girls.''
She later appeared in Madrid, helped form what amounted to a traveling review and was dancing in Rome when she was spotted by Mr. Pan, Fred Astaire's longtime collaborator, who was so impressed by her grace and skill that he told friends she was the best feminine dancer he had ever seen.
Miss Prowse never became a major movie star, but in the years after ''Can-Can,'' she was rarely out of work partly because, for all her gossip column celebrity, she was a hard-working, disciplined professional whose performances were almost always well received.
She made a virtual career touring in ''Mame' and won such acclaim for her Las Vegas performance in ''Sweet Charity,'' in 1966, that the show was taken to London, where Miss Prowse won the British equivalent of a Tony Award.
After she broke off her engagement with Mr. Sinatra, Miss Prowse settled down to a series of long-term relationships but generally avoided matrimony. There was a brief early marriage she never talked about, and in 1980, just after giving birth to their son, she married John McCook, an actor. They were later divorced.
To those who worked with her, Miss Prowse's most striking feature was neither her long, shapely legs nor her dancing skills, but her sunny disposition and her perpetual good cheer even in the face of one disaster or another, like the time in 1987 when she was mauled by a leopard while rehearsing for a television special called ''Circus of the Stars.''
As her longtime manager, Mark Mordoh, noted yesterday, none of her friends were surprised that Miss Prowse was convinced that the same dedication and hard work that had brought her a successful show business career would lead to a victory over her cancer, discovered in 1994.
''Even while she was getting chemotherapy,'' Mr. Mordoh said, ''she was teaching yoga classes.''
Miss Prowse is survived by her son, Seth McCook, of Los Angeles; her mother, Phylis Polte; a brother, Dr. Clive Prowse, both of Vanderbijl Park, South Africa, and her companion, B. J. Allen.