Winter Place Farm is like no other place in the world.

Show horses used to be trained here, on 222 acres three miles east of Salisbury. The horses lived better than most humans. One building contains a horse pool, for therapy. The show barn features three gigantic chandeliers over a ring twice the size of Madison Square Garden's. The stalls are heated, humidified, air-conditioned, and, yes carpeted.

Yesterday the place was empty. In what is known as the carriage house, a huge, low-slung building the size of an average warehouse, there were once 85 restored antique carriages, including hearses, phaetons, a wicker governess' cart, a horse-drawn pumper, an RFD mail wagon, a wine-cellar cart, a medicine-show wagon, a stage-coach, and the chariot of King George III.

Until yesterday, Winter Place belonged to James B. Caine, a developer responsible for helping to change a chunk of north Ocean City into a crowded resort. But Caine apparently overextended himself and Monday two of his real estate holdings in Ocean City were sold at auctions. Two more were auctioned yesterday, including Winter Place, into which Caine's Montego Bay Development Corp. sank millions, $12 millions according to one report.

Caine wasn't present for the auction but he had left behind silent testimony to some of his creditors. "Have you seen Caine's graveyard?" a man asked. "He's got his creditors 'buried' on the other side of the carriage house, fake graves with headstones. Must be 30 or 40 of them."

Behind a waist-high stone wall there were 19 mock graves with marble crosses for headstones, the names engraved: E. Dale Adkins, Bert Cropper, Robe Holland, John Howard Burbage, Mayor Hugh T. Cropper, Reese Cropper Sr., Pop Press . . .

In addition to the show barn, horse-pool building, and carriage house, there are a recreation building; a blacksmith's shop; a six-stall barn; a five-stall barn and a half-dozen other buildings.

At 10 a.m. yesterday, an hour before the auction, the farm, located on the north side of Route 50 and visible from the highway (there are skid marks, where startles motorists have come to a quick halt to take a peek), was deserted, except for a groundskeeper and a man and woman parked in a car waiting for the auction to begin.

"Augie Busch could keep this place going," suggested the man, after rolling down his window and declaring that he was "just looking. Whoever buys it won't be somebody who has to worry about taxes."

There was no one in the show barn. It was dark and cold, as a high wind whipped through an open garage-type door. A pot of plastic flowers was upset on the floor. In the gloom, one could see the exquisite light fixtures that adorned the walls of fine wood paneling. There were reminders of Caine's sporting glory when scores of horse, many champions, filled the place he built in 1972 - a roomful of ribbons, blue, red, and yellow ribbons, maybe a couple hundred of them, hung all over the walls of the empty room. They said things like "Blowing Rock Charity Horse Show, 51st anniversary" and "First Place, Stake Class, Virginia State Horse Show, Richmond, Va."

In another room was a venerable clock with roman numerals but no hands. On two of the sliding stall doors were white card with messages from another day: "Two scoops grain, one krunch" and "Eli, 5-year-old brown gelding, two scoops, three flakes."

People began to drift in, about 50 by 11 o'clock. "Mostly curiosity-seekers," said a man from Salisbury who recognized most of them.

"Some plantation, ain't it?" said another man. "They say a movie star is going to come down here and buy this. It'll take a movie star to buy it . . . See that pool? Water's a wonderful thing for horses."

An aide to the auctioneer, Alex Cooper of Baltimore, called everyone to the parking lot at precisely 11. Cooper said he would call for bids on each of four parcels, then for bids on the whole property. His calls on all four parcels were met with silence.

"No bids?" asked Cooper. "You must want it as one." So he called for bids on the entire property. A tall man in a yellow checked cap and rain-coat, standing just a few feet from Cooper, said, barely audibly, that he'd pay $400,000. And nobody went higher. Cooper handed a plastic bag crammed with keys to the place to Norman Johnson, comptroller of the C.I. Mortgage Group of New York, holder of a second mortgage.

The C.I. Mortgage Group, which also will have to pay off a first mortgage of almost $1.3 million as part of the sale terms, will resell the property, according to Johnson, who added, "I cannot say in what manner it will be sold." The Mortgage Group also is buying the other Caine holdings.

Johnson also said the farm would be "maintained" (though not with horses), which meant Gregory Entzminger, the groundskeeper, would be keeping his job. With Entzminger contemplating this piece of good news until well after everyone had departed, a man driving a blue pickup truck rolled up and stuck his head out the window. "When's the auction?" he asked.

Informed that he was too late, the ruddy-faced man looked around the property. Then he said, "I kinda liked this place. Of course, I don't know if I could have swung it. It's a shame. Guess he didn't have enough to keep the cash flow going. Oh, well, it'll be up again, I guess."