Last Thursday, five days after he had become part-owner and editor of Esquire magazine, Phillip Moffitt was walking across 28th Street in Manhanttan with Jim Wooten, one of the magazine's premiere writers.

Moffitt is 32 years old. He grew up in Kingsport, Tenn., a town of 25,000 where his father worked in a Kodak plant. He talks slowly, with a mouth full of South. And he tells people he's really not too familiar with New York restaurants.

"I told him I knew a place," Wooten recalls, "and so we're walking across town in a kind of seedy neighborhood, and he looked up once or twice at some big, decaying buildings, and shook his head and said, 'Weird, man, Weird.'"

Of course, the overwhelming reality of New York to a Southerner was no more weird than the thought, to New Yorkers and other urban sophisticates, that out of the hills two young graduates of the University of Tennessee had purchased Esquire, the illustrious 45-year-old "magazine for men," arbiter of taste and trends, and named themselves editor and publisher.

When it all happened a week ago, the media world was shocked. Moffitt and his 31-year-old 13-30 Corp. partner, Christopher Whittle-publishers of 11 giveaway magazines with a distribution of 18 million and claimed annual revenues of $10 million - has signed the deal on Saturday, thus deposing editor and publisher Clay Felker. At 54, Felker is regarded as one of America's top editors-the man who helped spawn New Journalism with writers like Tom Wolfe at the New York Herald Tribune, the creator of New York magazine and, last year, the purchaser of monthly Esquire, which he quickly turned into a biweekly.

Felker himself was shocked-"very sad," as he put it. The sale came less than three years after Felker lost New York magazine in a protracted, bloody battle with Australian press mogul Rupert Murdoch. Then Felker and designer Milton Glaser entered into an agreement with Vere Harmsworth, a British rival of Murdoch looking for tax shelters in American publishing. The three took over in February 1978, with Harmsworth's Associated Newspapers Ltd. taking the stance of absentee landlord.

"We had talked with Harmsworth just two months ago," Felker said last week, "and were really convinced that he was going to give us the backing we needed to turn the magazine around."

And then, ironically, came the first word of the sale, two days before the agreement was finalized, reported in the pages of the Soho Weekly News, a small New York weekly owned largely by Associated.

"I didn't even know these negotiations were going on," Felker said, "and all of a sudden I hear I'm going to lose my magazine to two guys I've never heard of who arrive out of the blue from Knoxville."

There was a decided air of defeat in Felker's voice, the sound of a man who had been cut off from an endeavor that was uniquely suited to him. Already six months ago he had relinquished most of his equity in Esquire to buy more time for the magazine from Associated Newspapers. Initially he had bought that equity with his New York magazine shares-shares sold to Murdoch after Felker's brash style offended New York magazine stockholder Carter Burden enough for Burden to side with Murdoch and force Felker out.

If Esquire was urbane and brash and witty, those were exactly the qualities that Felker admired and exuded, and the very reasons people either loved or hated him. He had assembled-and paid very well-a group of writers he felt particularly suited to report on the ever upwardly mobile world of the elite Esquire reader. He knew that he had inherited one of the best, general-interest literary magazines in the world, whose pages had been filled by Ernest Hemingway, William Faulkner, F. Scott Fitzgerald, Dorothy Parker, John Steinbeck, H. L. Mencken and scores of others. And now two guys who had never been heard of in the Esquire world had arrived, Yahoos dumping a latter-day Harold Ross.

And so it was only natural that the publishing world responded with a combination of shock and condescension. In an otherwise straightforward report on the sale, The New York Times observed that one of the new Esquire lords sported blown-dry hair. Esquire national editor Dick Reeves declared to Time, "They could have landed from Mars." Alexander Cockburn suggested in his Village Voice press column that the duo would change Esquire into a male Cosmopolitan and opined that nothing in their past displayed the "slightest indication that Moffitt and Whittle have the talent required to transcend the literary achievements of a cornflake packet."

Esquire staffers proffered guarded comments. Many had handshake agreements with Felker and worried that their generous-often exceeding $50,000-annual salaries might be on the line. Some feared that the new owners might not have the sophisticated knowledge necessary to sell (as opposed to give away) a magazine. Others in the disorganized newsroom-already in the process of a long-scheduled move as the sale was announced suggested that the organization might never get out of all the corrugated boxes around the room.

"Clay ran this place out of his suitcase, anyway," said one, "so how are these guys gonna do it from scattered remnants."

Some were more optimistic.

"I've been through a lot of changes," said Byron Dobell, the managing editor, who has served three stints at Esquire, three at Time Inc. and a few others, "and I've never felt anything go this smooth. It was good it all happened fast; that way you avoid rumors."

"You have to say one thing," said Reeves. "These guys appear to have done what everbody fantasized about in college: starting a campus publication and expanding it into a real national money-maker. Maybe they have the secret and it's stored away in a computer in Knoxville. I'm still a little numb, but a lot of greats in Esquire's past have come from the South."

A New Toy

The South: On first impression, Whittle and Moffitt can seem like two rapscallions out of some southern campus "Animal House" fraternity-particularly Moffitt, who talks very slowly and does not wear the sort of suits that appear in Esquire and played bass in a high school band called The Famous Chevelles.

"The car had just come out," he explains, "and we thought it was really neat."

Moffitt also may have uttered one of the great understatements in journalism history last Monday after the sale when he said to a reporter:

"Were just so excited about all this that I just don't know what to say."

Ah, Southern boys in New York with a new toy. One of their first acts last week was to hire a public relations firm, which began scheduling their meetings, even with some of their own staff members.

Whittle: "Frankly, we're not used to talking to a lot of people."

Whittle grew up in Etowah, Tenn., population 5,000, where his father was a country doctor "who made house calls in a Volkswagen." He is a natty dresser, and has less of a drawl than his partner. His early journalistic experience: "Three paper routes."

In turn, Moffitt suggests as his journalism background "one quarter term on the university newspaper." This was at U.T.-Knoxville, where both graduated, and Moffitt eventually became an assistant dean, charged with organizing student orientation.

"Now there's no way," he says, "to talk with 6,000 people individually. So I put this little magazine together with Chris and sold ads and made $2,000. I was studying economics at the time and I knew the economics of scale. Why not do more cities? I figured two times 20 cities would be 40,000 bucks."

And so their empire had its beginning in a Southern college town, even as the seeds were sown for the takeover of Esquire.

"When you're growing up in the South," says Moffitt, "especially in the '60s, you realize that the world you live in isn't the world your father defined for you. And I'm sitting around in college and I'm reading Esquire, because that's the link to the world out there, the thing that convinces me that I'm not alone.It came every month and it was big and thick and juicy. Two years ago I'm still sitting in Knoxville, but now Esquire isn't big and thick and juicy anymore."

Building Character

In the Esquire offices, it's obvious that these are not just two rich boys from the provinces. Moffitt is querying Dobell about a manuscript and then suggests, "Get all that wandering sociology stuff out of the middle and just tell this guy's story"; Whittle has scores of accounting sheets spread across his huge desk.

"I went back over Esquire for several years," says Moffitt, "and graphed out who was writing what and how productive they were and what they were getting paid. There were some very open-ended contracts, and they really developed a tendency to favor a limited number of writers.

"I feel like I've known these people for months, and their strenghts and weaknesses. We learned a lot from that little student magazine, and we got fascinated with business. That was tough growing up in the '60s,' cause all your friends looked at you like you were selling out. My pitch, which I gave to Chris, was that business builds character."

"The truth," says Whittle, "was that the man was in over his head. I had sold my stock in our little company to Phil after I graduated for $250, and spent the great bulk of the next year-end-a-half traveling around the world. When I got back I discovered that his 20 editions had managed to lose $60,000. He convinced me he just hadn't done enough. If I got back in and we did 60 we'd have it made. It seemed logical."

So their 13-30 Corp. did 60 editions and lost $350,000, and then 100 editions and lost $500,000. Each annual edition had locally oriented feature material, and the two partners were dealing with 5,000 different advertisers.

"Each year," says Whittle, "we'd sit down and say, 'Jesus Christ, what's wrong!' We were getting really scared. I was 24 and he was 25 and we were in the hole for a million bucks. Our parents had mortgaged their homes for this and our friends had kicked in all their savings and one banker had gone to the wall for us."

"He did what he could with one set of bank examiners," says Moffitt, "and then he switched banks."

Whittle: "And one day it dawned on us that we could produce a million point two circulation national magazine-with small changes for each edition-and sell national ads."

Moffitt (counting on his fingers): "The fifth year we made $30,000. It was an incredible existential experience."

Whittle: "We had two other partners who contributed."

Moffitt: "But they sold out. Died of old age in their 20s."

The Willing Brides

The product that ultimately put 1330 Corp. in the black was a national edition of Nutshell, "the magazine for the college community" that is heavily laden with national advertising and, in its 10th anniversary edition, includes articles like "Why Winning Is Everything In College Sports," "Ten Innovative Educators" and "Tuning In to the Esoteric World of College Radio." Most of the authors are not well known.

Admits Whittle: "We drug rivers to find writers."

The success of Nutshell spawned 10 other similarly specialized giveaway magazines: Graduate, for 450,000 college seniors; 18 Almanac, for 600,000 high school seniors; and Sourcebook and On Your Own, two publications sponsored by the Army with combined circulation of 2.75 million. Sample articles: "Turning 18: Everyday Law for Students" and "Those People You Call Parents."

By 1977 the company was so successful that the Swedish Bonnier Magazine Group bought 50 percent of the company by paying its 12 stockholders $3.5 million.

Whittle: "Your know how the seller is supposed to be the reluctant bride?"

Moffitt: "We made this list of 10 companies and went around and knocked on doors."

Whittle: "We figured it was time to take some of the chips off the table. Sometimes you can play better that way. Well, we were in London one day and there was this company in Sweden that had been referred to us."

Moffitt: "We said, 'Let's go check these guys out.' If we had met a couple of ladies we wouldn't have gone. We had lunch with Lukas Bonnier at the Gourmet Restaurant in Stockholm, and he said, 'I like you guys.' And he was willing to make a 50-50 deal, which no one in this country will do. Everybody wants 49 or 51. That was the greatest feeling, being able to pay off our backers, with interest, and a little cream on top. That is one of the great pleasures in life."

Even as the Swedish deal was being arranged in 1977, Moffitt and Whittle had heard of the imminent sale of Esquire to Felker and began to lobby for themselves.

"Within a week of our contact, Clay made his deal," says Moffitt.

Felker met with his successors last weekend, after their own secret negotiations to buy Esquire had been completed. They had received a call on Thanksgiving day from a source who said that the magazine was not for sale but could be had. So the two agreed on a price while riding down a New York elevator at 56th and 2nd Avenue and then Whittle flew off to Nepal for a monthhs vacation, leaving their unorthodox negotiation style totally in Moffitt's hands.

"This wasn't a Murdoch situation," Felker said last week, referring to the public battle that had preceded his loss of New York. "These guys aren't monsters. They're nice young guys-clearly intelligent and clearly ambitious.

"Some people expect magazines to be like movies: Lines form and in a year your make millions. It takes a long time to turn a magazine around and these guys are gonna reap the benefits of the work we did."

Meanwhile, Felker is off in London making final accounts with Associated Newspapers.He will come home to a job with 20th Century-Fox developing movie ideas, although he said last week, "this is just a side thing. I'm a journalist and a New Yorker, and I'll find something else to do here."

Although there are rumors that Felker is negotiating to take over the nicely revitalized Cue, he is barred from doing so by his contract with New York magazine. And reports that Felker will buy long-for-sale Rolling Stone also seems dubious: Editor and majority owner Jann Wenner has reportedly reached a tentative sales agreement with Rupert Murdoch, who is bitingly profiled in the May 22 Esquire, Felker's last issue.

'Return to Gut Feeling '

In the future, "by the middle of the summer," Moffitt and Whittle promise a return to the monthly format.

"That was the one mistake that did Clay in," says Whittle. "He had 900 pages of ads in 12 issues, and then he had 900 pages of ads in 26 issues. That's a lot more printing and mailing on the same income." Whittle also talks about special services for advertisers, including a where-to-buy-it index on the back of the book. And last Thursday, he was already hitting the bricks, out visiting advertisers.

"The problem that magazine writing has in general," says Moffitt, "is a lack of inspiration in the writer. You don't feel the pain of the writer. You can feel it in the traditional American writing of Fitzgerald or Hemingway or even Robbins. That's what Esquire has been waiting for-a return to the gut feeling. I think we can do it."

"Some people say," says Whittle, "that we've never sold a magazine, that the stuff we put out isn't literature. The atlas is a very valuable book; it's not brilliantly written. This is a new step for us. All of a sudden we realized that we had a very sucessful business. We started with a certain motivation and then it became fear of paying off debts and then it became profit. Now we want to get involved in a larger situation. You only have so many shots in your life, and we grew up with this magazine. We're the people it's being written for."

"I want to see the magazine expanded to a larger number of writers," says Moffitt. "And Esquire readers have been profoundly affected by changing rules of behavior, displays of emotion, love of country, male/female roles. This is the '60s growing up; a magazine for the '80s."

"Phil seems to say the right things about the magazine," says writer Wooten. "He's got brains and he really loves the magazine. I'm optimistic."

As was Whittle, back in the winter, wandering around Nepal on a 200-mile trek, away from telephones, away from civilization as Esquire readers know it, wondering what Moffitt had done in negotiations.

"I got into Delhi," he says, and I was sitting in the Air India waiting room, and there was one magazine of the rack.

"I'm not kidding. It was Esquire CAPTION: Picture 1, Moffitt and Whittle, the mysterious new duo in charge at Esquire; Picture 2, Clay Felker: deposed in yet another stunning reversal