WILLIAMSBURG, VA. -- Stewart Taylor remembers the day about 50 years ago that he first laid eyes on James E. Maloney, founder of the Williamsburg Pottery Factory. Maloney was standing in a marsh, coloring pottery by allowing water to drip over the earthen surfaces.

"Everything he's done has been untraditional, down to earth," said Taylor, a James City County farmer.

Another friend's description fits the potter as well as the 52-year-old sprawling retail outlet: "He's just as plain as an old shoe," said L. Carlyle Ford, James City County commissioner of revenue.

Plain -- and profitable.

"The Pottery" is a rambling tract sandwiched between James City and York counties, sliced by railroad tracks and cluttered with ramshackle buildings chock-full of merchandise. Plant pots, tennis shoes, Christmas ornaments and cactus plants stuff the metal and wood buildings.

Maloney, 78, a product of the Depression, built the whole thing without bank loans or a business plan and hardly any start-up capital. His approach -- the leaner the better -- puts him at odds with most outlet operators, but it may also shelter him from the chill of constrained consumer spending.

By a lot of yardsticks, Maloney has been a success. The best estimate of sales at the operation, which began as an outlet for Maloney's hand-made pots, was $60 million in 1987.

Real estate assessors estimate the Pottery's holdings at its 370-acre Lightfoot, Va., site are worth about $24 million.

More people come to the outlet than visit Colonial Williamsburg every year. The company's most conservative estimates place the number of visitors annually at 3.5 million. In September alone, 284 tour buses deposited a small city -- 50,413 people.

On other counts, though, Maloney has been less successful. His attempts at retiring have pretty much been a bust.

Two years ago, the first non-Maloney took over the reins of the Pottery. E. Glenn Irelan, an executive refugee from Campeau Corp.'s ill-fated buyout of department stores, took the helm. Publicly, Irelan as chief executive promised no wholesale changes in the operation, praising its pact with shoppers to hold down prices.

"People come in buses to shop here. The reason is the tremendous credibility that Jimmy Maloney and his family have created," he said in an October 1988 interview.

But less than a year after that interview, Irelan was gone. No public explanations were offered for his exit. Only a year later has Maloney addressed the issue.

The problem with Irelan, Maloney said, was that he spent too much money -- "hundreds of thousands of millions of dollars" -- on office upgrades and employee salaries.

Irelan characterized Maloney's comments as "totally, unconditionally untrue." But the former chief executive, who now works as a marketing consultant in Williamsburg, declined to detail publicly why he left, or where he and Maloney failed to see eye to eye.

Irelan wasn't the first executive to leave the Pottery.

Tina C. Jeffrey, the company's publicist, has written a 24-page history of the Pottery. On the front cover is a bright, cartoon-style rendering of the outlet packed with smiling visitors. On the back cover is a family tree.

Jeffrey amended the tree, scratching out the job titles of two daughters, one nephew and one son-in-law before handing the booklet to a reporter. Scratched from the roster are former secretary-treasurer Alice Maloney Hawkins and former vice presidents Becky Maloney Hill, Charles Crone and Kenneth F. Johnson.

Only Maloney's son, Frederick C. Maloney, and his wife, Sharon, remain.

James Maloney described it this way: "My family decided two years ago not to run the Pottery. They didn't want to run it."

Maloney is back on the job. Every day, the company's chairman gathers with his son, Fred, and Michael P. Long, the Pottery's chief operating officer. They review the previous day's production.

The scene they survey hasn't changed much in at least a decade.

But when Maloney came to James City County half a century ago the area was mostly cornfield. He chose a bend in U.S. Route 60 to set up his ramshackle pottery store hoping to attract motorists traveling between Williamsburg and Richmond.

He dug a well, built a kiln and a workshop and tacked a room on back for living quarters. As testament to the lean times, Maloney kept a shelf of 10-cent discount items.

It wasn't until after World War II that the Pottery's growth took off, and the wild tumble of buildings was erected. Today, those buildings have changed little.

Along an access road behind the Pottery, rusting hulks of abandoned trucks sit in a field. A traffic jam erupts when a delivery truck stops briefly in the middle of the road on a steamy afternoon.

Inside one of the huge buildings, Anne Hastings of Norfolk is midway through her shopping trek. Ninety minutes after her arrival, she has stuffed her cart with a $63 Chinese ginger jar, vases for $15 each and a $29 lamp shade.

"I found some pretty things. You just have to dig," she said. "It's the one place you can come where there is a huge variety of things and bargains, too."

Christine Martin and Kenneth O'Neill, both of Burke were buying for their new home -- dishes, flatware and wrapping paper.

"I love it," said O'Neill, 27, an airline employee. "It's a little chaotic but when you've got all this stuff -- what are you going to do?"

The sheer variety of goods is overwhelming. There are items for any budget: from 42-cent peacock feathers to a 12-foot-high set of armor for $349.99, marked down from $649.99.

Hand-painted pots line dirt walkways, plants stand in cardboard boxes. Overhead, hand-lettered signs point in every direction.

Roy Pearson, director of the Bureau of Business Research at the nearby College of William and Mary, has tracked retail trends on the Peninsula for six years. His description of the Pottery: "King of the lower-priced end."

But all along the Pottery's western flank are imitators vying for the crown. And the boom hasn't been heard just in Lightfoot. Growth has occurred across the country.

According to the National Research Bureau in Chicago, the number of off-price and outlet shopping centers has grown rapidly. In the past decade, 262 new centers were added to the national retail landscape.

Those newer outlet centers showcase current trends of outlet retailing: Customers are getting better packaging -- mall-like atmospheres with their cut-rate prices.

The Williamsburg Outlet Mall recently renovated and expanded its offerings, turning the plain-Jane shopping box into an airy, mauve-tiled mall just across U.S. Route 60 from the Pottery.

"They are as architecturally fancy as the nice suburban strip centers today," said Terry Dunham, publisher of Value Retail News, a trade publication based in Clearwater, Fla.

Consider, too, Berkeley Commons, the upscale retailer of designer names located only a few miles from the Pottery. Shoppers walk along landscaped sidewalks, before hopping into the Liz Claiborne shop or the Jindo Furs store.

Even as the county has lost its image as a rural backwater, the Pottery has eschewed any make-over.

"It looks great. It's a mess," Maloney said. "Fact is, people like to come to the Pottery so they can stumble over merchandise."

Instead of focusing on looks, Pottery executives have been studying how to respond to consumers' tightening grips on their wallets.

Long, 40, the Pottery's new chief executive, said the operation is slimming inventories, preparing to take advantage of possible deals from wholesalers and suppliers unable to move merchandise.

Long is improving operations in other ways as well. Since he was hired in January, he has been working on a program to re-evaluate the Pottery's offerings piece by piece, plus developing computerized monitoring programs for inventory.

Because development of other retail outlets has cut the Pottery's growth rate to single digits in the past five years, Long and other executives are looking at wholesaling its extensive list of homemade products to punch up revenue.

"There's just so much growth you can get out of this facility," he said. "We feel you've got to branch out."

The chief operating officer, however, still takes his cue from Maloney. From the first meeting in the morning there are new projects and new ideas from the founder; like connecting the dry heat rising from the pottery kilns to the building holding wildflowers to be dried. Or growing their own cactus plants for retail and wholesale markets. Or adding a special area to cater to just bird lovers.

Maloney's list is endless.

"He's the innovator," said Long. "He has new ideas every day."