An article on the owners of the Phillips restaurant chain that appeared in the Nov. 4 issue of the Sun Magazine failed to mention that Jeffrey Phillips was married three times, leaving the impression that his two older children were born to his first wife. In fact, his second wife was the mother of his two older children.

The Sun regrets the error.


Shirley Phillips, the crab maven of Ocean City, Baltimore and parts beyond, is sitting outdoors at her Harborplace restaurant in the full splendor of a warm autumn afternoon, marveling over a crab cake. Incredibly, unbelievably even, the crab cake in question is not a Phillips crab cake.

Mrs. Phillips has just come from the Maryland Club, where she lunched with officials of the Maryland Historical Society. And she is aglow. "I just had the best crab cake I've ever had in my life," she exclaims. "That's the best crab cake I've ever had," she repeats to her husband and business partner, "and you know why, Brice."


Brice Phillips inclines his head to the side in the manner of someone who has heard the approaching lecture before. "Oh, I know why," he says quietly.

But for someone who has just met Mrs. Phillips, this is astounding news. What? Shirley Phillips has just eaten the best crab cake of her life, and it wasn't at a Phillips restaurant?

Mrs. Phillips sighs.

"You have to be so careful when you're handling a crab cake," she says. "They want to squeeze them," she says, grimacing as she squeezes her hands together.

"You cannot do that with a crab cake."

"It's almost like you're handling eggs," she says, cupping her hands as if she's delicately, tenderly even, rolling an egg from palm to palm.

"That's what we have to keep telling our cooks. You have to be so careful. It takes constant supervision. You have to be certain the people in food preparation are conscious of how important it is tohandle the crab carefully. The lumps can be broken, and if the lumps are broken . . . " Mrs. Phillips' voice trails off as if the prospect of a broken lump is too painful to contemplate.

"You have to handle crab meat the way you handle eggs. You cannot break that lump."


About 140 miles away in Ocean City, Rosetta Hobbs smiles knowingly. Mrs. Hobbs has spent 24 years in the kitchen of Phillips Crab House. "Mmmmhhmmm," she nods. "Don't break up my lumps. Oh, my dear, how many times has she told me that?"

The half-dozen graying women sitting on stools over vast bowls of crab meat nod in agreement. They, too, have heard this before, many, many times before.

Shirley Phillips is attentive to her crab cakes. The Phillips crab cake eaten so fervently by Marylanders has brought Shirley and Brice Phillips from the marshy isolation of Hooper's Island in the Chesapeake Bay to the front lines of big-time restaurantdom.

The Phillips family has made it very big since they began a tiny, four-seat carryout in Ocean City 34 years ago. Their Harborplace operation, opened in 1980, ranks among the top five largest grossing restaurants in the country, hard behind such luminaries as the Rainbow Room and the Tavern on the Green in New York, an extraordinary performance considering those restaurants are far, far pricier.

Last year, Phillips Harborplace grossed $15.8 million, according to Restaurant and Institutions Magazine. And when the Phillipses opened their Norfolk restaurant in a Harborplace-style development there, it immediately brought in $7 million a year, zooming to the top of Virginia's restaurant list.

The nation's leading restaurant in sales last year was the Hilltop Steakhouse in Saugus, Mass., which feeds moderately priced steaks to hordes of New Englanders -- grossing $32.1 million. Next comes the Rainbow Room at $26.7 million, the Tavern on the Green at $25.5 million and New York's Smith and Wollensky at $17.5 million, followed by Phillips.


The Phillipses have made their fortune by working enormously hard and by delicately juggling price and volume. As seafood prices have soared, they have served more and more meals, trying to get, they say, the very best seafood at the lowest price they can.

Some restaurant critics may quarrel that the food has become mass-produced, but it's clear the Phillipses offer what a huge market of middle-of-the-road, family-oriented diners want: They want healthy portions -- none of these delicately arranged teaspoonfuls of food -- menu selections they can pronounce and, when they're near water, they want seafood.

Shirley Phillips takes it as a matter of pride that her cooks -- backed up by her own recipes -- know nothing about food when they come to work for Phillips. The Phillips system makes that unnecessary.

"They don't have to know how to boil water when they come to us," Shirley says. "The people in the line cooking just have to be well-coordinated. They either drop it in the fryer or saute or grill or broil it. Seafood is really better the less you do to it. It needs very little preparation. You broil it or saute it or bake it rather than cover it up with a lot of sauces."

While more ambitious restaurants have failed at Harborplace, Phillips has gotten bigger and bigger. Wayne Brokke, who runs W. Brokke's, another restaurant in Harborplace, admires the way the Phillips family immediately grasped what was wanted. "They understood people wanted to have fun," Mr. Brokke says.

Indeed, Phillips' piano bar offers a sort of harbor siren song, one that is almost impossible to pass up. The cheerfully haphazard Victorian decor -- which Shirley Phillips invented in the early days of heady expansion in an effort to find low-cost furnishings -- repeats the theme: Phillips is fun.


An enterprise of this magnitude takes enormous effort. In the summer, the Phillips seafood packing plants and six restaurants -- three in Ocean City, one in Washington and one each in Baltimore and Norfolk -- employ 2,500 people, making their work force larger than many a small Maryland town. Every day the Phillips family packs thousands of pounds of crab in their plants at Hooper'sIsland, Deal Island and now in the Philippines. Every day they serve 5,000 crab cakes and more -- to thousands of customers who come from up and down the Eastern seaboard, 12,000 people on a busy day.

This spectacular success has brought chauffeured limousines and a Rolls-Royce in the driveway, and homes in Baltimore -- at Harborwalk in Otterbein -- Norfolk, Palm Beach, Key Biscayne and, of course, their home base of Ocean City. It has brought the admiration of their colleagues -- when Shirley and Brice were named restaurateurs of the year by the Restaurant Association of Maryland in 1987, an emotional crowd gave them a standing ovation.

But for all of that, the Phillipses remain remarkably unpretentious people, people who give to their Methodist church, treat their employees right and work, work, work.

SHIRLEY FLOWERS AND Brice Phillips went to school together in a four-room school at Fishing Creek, living the life that hasn't changed too very much since Hooper's Island -- population 800 -- was first settled in the 1700s.

Hooper's Island, home to a fleet of watermen, is actually three islands -- Honga, Fishing Creek and Hoopersville -- that aren't really islands at all since they've been connected for years by bridges and roads to Cambridge 25 miles away.

But when the Phillipses were growing up, it was still remote, protected from city life by marsh and farmland. Loraine Todd, who was in Shirley's class in school and went on to become principal of the local elementary school for 20 years, recalls a happy youth of church socials and socializing in homes. If you wanted big-time entertainment, you'd go to a movie in Cambridge.


Brice left to go to business school in Baltimore, and Shirley followed. They were married in 1942, and Brice went off to war. But they returned so Brice could take over his father's seafood packing business.

Shirley had grown up the daughter of a waterman. "She was a wonderful entertainer, and very artistic," Mrs. Todd says. "And .. Brice could build anything. They've never changed in all these years. They're wealthy, very wealthy, but they've never changed. Everyone here likes them."

Somehow, despite Palm Beach and money and a quiet urge for adventure -- they've traveled 1,000 miles up the Amazon and visited Moscow on their own 25 years ago -- the Phillipses like down-home things the best.

"Baltimore," Brice says, "is the most beautiful city in our country."

"In Palm Beach," Shirley says, "you get through eating lunch and it's time to start getting dressed for dinner. I'd much rather go to Key Biscayne and stay in a bathing suit all day."

They lived with their two children in tiny third-floor bedrooms above the crab house until 1971. In summers, they only had bedrooms, no living room. Their kitchen was a small alcove with stove and refrigerator wedged between two of the crab house's second-floor dining rooms. In winter, they would clear out one of the dining rooms to set up their own furniture and make room for a Christmas tree.


When Shirley and Brice finally built their own house, their son, Steve, and his wife, Olivia, moved into the old rooms. Steve set up a sandbox on the roof for his kids to play in. After three children, Olivia insisted on a house, and Steve and his family moved across the bayside to West Ocean City.

The one thing Shirley and Brice always gave themselves was a good vacation, traveling everywhere when most Americans didn't. They've been to Hong Kong and Australia. They rented cars and crisscrossed Europe. They went skiing at St. Moritz.

"Curiosity," says Brice, soft-spoken and sparing with words. (He calls Shirley the company spokesman.) "Challenge."

Today, they have the time to travel more. They accompanied Gov. William Donald Schaefer on a recent economic development trip to Eastern Europe. They take pains to point out that they paytheir own way on such trips. They don't want anyone to think they are hoping to benefit in any way from knowing the governor. He is, after all, only an old customer who has a vacation trailer in Ocean City and first ate at Phillips Crab House 25 years ago, just like any good Baltimorean.

Today, Shirley, now 67, and Brice, now 69, have turned over much of the business to the next generation. Their 44-year-old son, Steve, is president of the company. His wife, Olivia, runs the Ocean City dining rooms. Jeffrey, their other son, remains somewhat involved despite a terrible accident that cast a grim shadow over the Phillipses' lives.

And there are eight grandchildren waiting to be groomed for the work.


Even though they have tried to pull back, Shirley and Brice manage to remain hard at work still, protecting those crab lumps and tending to business.

They are intensely involved in civic affairs, as well. Shirley ticks off the boards on which she sits. "Trustee of the Maryland Historical Society, board of Maryland Blue Cross/Blue Shield, board of Maryland State Chamber of Commerce, Atlantic National Bank board of directors, board of directors of University of Maryland Hospital, board of University of Maryland Hotel School . . . " She stops herself with embarrassed alarm. "That's enough!"

"I'm just on a couple," says Brice, who finds fulfillment in his work at the restaurants.

The Phillipses usually spend one day a week at their Baltimore restaurant and one at their Washington restaurant, with occasional visits to the Norfolk place. When they're in Ocean City they usually start their day with a swim in their home lap pool, enclosed in a greenhouse off their dining room. They both look fit and youthful.

"Then we go to the hotel and check out the occupancy," Shirley says. They breakfast about 10 a.m. in the Victorian splendor of the restaurant at their hotel, the Beach Plaza at 13th Street and the Boardwalk, talking to customers and managers and discussing business with Steve and Olivia. Breakfast is hearty -- fried eggs and sausage, perhaps, with Steve digging into scrapple. That fuels them up to work through the day without lunch.

"Then I go to the office and answer mail and go through the daily routines, making sure we have enough help," Shirley says. They stay until about 8 p.m. or 9 p.m. and then go home, leaving it to managers to close up instead of staying until 2 a.m. or 3 a.m. as was their routine for years.


It's very much a family business still, despite the corporate growth required to run a hotel, six restaurants and three packing plants. Shirley and Brice have desks together in a light-filled atrium-enclosed office on the third floor of the crab house. Steve and Olivia have his-and-her-desks in a room on the second floor.

Olivia says it's a good thing it's a family business. "With these hours," she says, "I don't know who would put up with it except family." Olivia, who grew up in nearby Berlin, went to work at Phillips at age 16, first as a hostess, then as a waitress and then working at the hotel desk.

"I had my eye on her for him," Shirley smiles, "but I was afraid for a while it wouldn't happen."

BRICE AND SHIRLEY PHILLIPS arrived in Ocean City in 1956, looking for another market for the seafood produced in the packing house that Brice took over from his father.

"We looked into the possibility of starting a carryout in Washington, Baltimore and Ocean City," Brice says. "We had a surplus of seafood. We had two young boys and we thought the beach would be wonderful for them. We had no idea what would happen. . . . So we finally got to Baltimore and Washington anyhow."

Like many successful entrepreneurs, they benefited not only from hard work but from good timing. The Bay Bridge, built a few years earlier, was just beginning to bring in the tourists who in later years would swell Ocean City to Maryland's second largest city in the summer.


Their fledgling business soon boomed into the enormous building that now takes up an entire city block in Ocean City. Every year for 12 years, the Phillipses added a dining room -- thanks, they say, to their Baltimore customers who consid-ered their steamed crabs and crab cakes an integral part of anything passing for a vacation.

For years, wearing the distinctive crab aprons Shirley designed for waitresses was a coveted rite of passage for many young Marylanders, who still hold Phillips reunions. The Phillipses were almost like parents, providing housing and a meal plan. Shirley says they oversaw numerous marriages over the years.

The sewing machine tables and stained glass that quickly became their trademark were an economy move. "No one wanted that stuff 25 years ago," says Shirley, who still can't pass up an antique store that hints of bargains. A patient Brice waits in the car.

Shirley decorated their home -- designed by Brice -- with the same exuberance. It sits not far from the restaurant, on Mallard Island overlooking the bay, crowded with flowers tended by Shirley.

The exterior shows a modest shingled front, built close to the street so that the water side can be given over to gardens sprinkled with statues and comfortable outdoor chairs. Inside, majestic Corinthian columns surround the sunken living room, carpeted in pink. The rooms are large -- as if in escape from the former cramped crab house bedrooms. But it's not a huge house. The second floor has a balcony overlooking the bay and an apartment built for Steve and now used for guests.

In 1973, the Phillipses went into the hotel business, buying the Beach Plaza Hotel that had been built by the late mayor of Ocean City, Harry Kelley. The hotel restaurant, at 13th and the Boardwalk, became Phillips by the Sea.


The high-rises were sprouting furiously in North Ocean City, so in 1977 the Phillipses opened the 350-seat Phillips Seafood House at 141st Street to serve the northern part of town.

"I think people like to come to Phillips knowing what Phillips will serve," Shirley says, "and they want to know they'll get good quality at a good price with good service."

"I concentrated on the food," Shirley says, "and there was not a platter that went out that I didn't personally supervise."

Shirley supervised each of those platters until 1971. That was the year that Jeffrey had the accident that nearly killed him. He was a senior, close to gradu-ation, in the school of hotel and restaurant management at Cornell University in Ithaca, N.Y. "He was a wonderful student," his mother says.

"He had a terrible accident," she says, "and my son needed me to be with him. He was hit by a tractor-trailer head-on, and the doctors didn't expect him to live. I realized I had to depend on good managers, hoping they would follow through with their training. This was when I found out there isn't any one person who is indispensable. You have to learn to trust others."

Despite the grim prognosis, Jeffrey would show that he had all of the family perseverance and determination, and then some. When doctors said he would die, he came out of his coma. When they said he would never walk, he got out of his wheelchair. He had been married young, and he and his wife had had two children. They separated eight months after the accident.


Shirley still speaks of her former daughter-in-law with compassion. "She saw him through those first eight months," she says. Today, Jeffrey walks. His speech is impaired from the accident, and he has uncontrollable tremors. But he has remarried. Jeffrey, now 40, and his wife, Janet, have two young children. And they live next door to Shirley and Brice on Mallard Island in Ocean City.

Shirley is intensely interested in the education of her grandchildren -- her two great regrets in life are not going to college and not learning a foreign language. She and Brice sent Steve and Jeff away from home to the McDonogh School in Baltimore when each was in the 10th grade. Now Steve's 15-year-old son, Brice, is in boarding school in Wilmington.

But he spent last summer working at the Crab House -- in the crab department -- separating and steaming crabs.

"Our grandchildren have to work their way up through the ranks," Shirley says. "We do not show them any favors. They have to work a little harder because they have to set an example for others. You have to realize early in life you can't sit back and wait for somebody to give you something.

"My husband and two sons worked very hard to help build the business, and I'd hate to think my grandchildren wouldn't work hard for what they get. It doesn't mean as much."

Years after the Phillipses got their start, the restaurant scene has changed dramatically in Ocean City -- there are restaurants in Ocean City now, numerous restaurants. But after all these years and despite the new competition and the new sophistication in dining out that has accompanied that competition, people still stand in line at Phillips for big portions and low prices and a good time.


It's a good time that never lets up.

Even at 3 o'clock on a fall Friday afternoon, Phillips Harborplace bustles with excitement. Every seat at the bar is taken, with a wonderful melange of conventioneers, guys with a day off, a mysterious looking elderly man in a gorgeous cream-colored suit, brilliant red tie and dazzling red patent leather shoes, and -- this is the absolute truth -- a little old lady in tennis shoes.

The bar, tended by handsome, ever-smiling young faces, pulses with laughter and good cheer.

Outside, a wall of hibiscus plants -- Shirley Phillips loves them -- encloses the cafe. A guy in a giant crab suit with a huge captain's hat (Captain Phil, of course) peers through the bushes. A family, gathered around a table with young children, laughs happily. "Can you come in and see us?" they beg.

Crab cakes pile up on serving trays all around. So what if the Maryland Club has great crab cakes? It takes a hefty bank account and the proper pedigree just to walk in the door. Here at Phillips Harborplace, anyone with 10 bucks and at least a tank top can walk in, get a beer and a backfin crab sandwich, complete with lettuce, tomato and french fries -- and feel like a king.

And the million-dollar view is absolutely free.

For the record