HERITAGE USA, S.C.: It is a little after 1 a.m. in the Upper Room, a purported replica (except for carpeting and air conditioning) of where the Last Supper was held. The Upper Room is open 24 hours a day, 365 days a year at this Christian resort, with a staff pastor available around the clock for all types of spiritual needs.

A woman enters one of the tiny "prayer closets" that line one wall, alone with her God, a bench, a Bible, a box of tissues and an artificial flower. A man in a navy knit shirt comes in a short while later, hangs back shyly for a few minutes and then gestures for the pastor's attention. Pastor Bill Ingram, so identified by the nameplate on his suit lapel, moves to join him and they sit in a corner in one of the rows of wooden benches that fill the room.

"I'm having problems in my marriage," the man says hesitantly. "We've come here to try to put things back together but I don't know if it'll work. My wife says if things don't get better she's going to get a divorce, and we're leaving today . . .

"One problem is that I smoke," he concludes guiltily. (Smoking is not permitted on the 2,300 acres of Heritage USA.)

Ingram gives him the name of a counselor on the staff and urges the man to call first thing in the morning. Then he prays with the man, holding his hand and asking God to help heal his marriage. The man in the knit shirt leaves, going out into the humid southern night.

The woman comes out of the prayer closet. In the interim Ingram has taken a call from someone in a hospital, and the woman, who drove here from Indiana with her family, wonders if he will offer communion at 2 a.m. even though she is the only one here. She says she likes praying at this hour, when her kids are asleep and everything is quiet. This is a great place for a family vacation, she adds, because you can just pack the kids off in the morning and not worry about them.

Outside the trees are twinkling with white Christmas lights. There are no bugs because an insecticide truck has fogged the grounds early in the evening. A mile down the road in the lobby of the 500-room Heritage Grand Hotel, the indoor swimming pool, which doubles as a baptismal pool once a week, is empty, and the faint whir of a vacuum cleaner is the only sound. Pastor Ingram's shift at the Upper Room, which began at midnight, ends at 8 a.m.

There are not too many visitors this night at the Upper Room. But you never know. "I heard five people were saved the other day at 2 a.m.," he says.

Most people have been saved before they come to Heritage USA.

Heritage USA bills itself as the country's third-largest theme park in attendance -- although comparing it with others is difficult because there really isn't anything else like it. At an estimated rate of 4.9 million visitors a year, as clocked by the perpetually smiling tour guides at the gate and tabulated daily, it ranks way behind Walt Disney World (about 15 million) and Disneyland (about 12.5 million), but ahead of Knott's Berry Farm (over 3.5 million) and places like Busch Gardens sk,1 sw,-1 ld,10 in Williamsburg and Great Adventure in New Jersey (each reporting 2 million to 3 million).

The "21st Century Christian Retreat Center" is the brainchild of television evangelist Jim Bakker, the 46-year-old Pentecostalist seen by 5 million viewers a month (according to a Nielsen survey commissioned by the Christian Broadcasting Network) on "The Jim and Tammy Show," which he cohosts with his highly coiffed wife. (It can be seen locally on cable or at 12:30 a.m. on Channel 20.) His vision is to combine the technology of Disney World with the "family values" of fundamentalism, "offering service and convenience for everything from a family vacation to a full-scale convention."

The $123 million park has been built in fits and starts since the ground-breaking in 1978, while money was solicited and ran out and Bakker contended with the Federal Communications Commission. It still faces unresolved tax problems, lawsuits and a land claim by an Indian tribe, but the enterprise seems to be booming. The $10 million water park that was supposed to open a year ago opened its gates yesterday, a two-tower, $21 million addition to the Heritage Grand Hotel is under way, and carpenters are working 20 hours a day to finish two other projects in time for the park's Fourth of July festivities.

The result is a place somewhere between the Land of Oz and a strait-laced Club Med. Once you turn off the two-lane highway 10 miles south of Charlotte, N.C., you enter a trash-free, profanity-free, sin-free zone, peopled with smiling Christians of all ages swimming, horseback riding, camping in tents and trailers, eating, singing, touring Billy Graham's childhood home, riding miniature trains and tourmobiles, and, of course, praying and testifying. The area is bathed in a glow of conspicuous friendliness, a reassuring and comfortable atmosphere that comes from crowds of people secure in the knowledge that on most issues they think alike. They enter their treasured vacation here knowing that everyone they encounter will be a born-again Christian; the bellhop, the waiter, the reservation clerk -- even the tour guide ends her spiel with a cheery "Praise the Lord." And they like it that way.

But underneath the cordial jollity dwells a free-floating mass of emotion. The pain of past lives and current troubles wells quickly to the surface when people talk about their conversions and the "miracles" they have witnessed. Desperate tales of alcoholism and drug addiction, dreadful cancers, tumors, crippling diseases, madness, heartbreaking car accidents and marital breakdowns, afflicted children and estranged families -- all come spilling out in the ongoing effort to replace the anguish with an all-encompassing faith in Jesus.

The restaurant manager, a Sicilian-born 33-year-old from Long Island, chokes up midway through his story of a resuscitated marriage; the doorman's eyes grow wet as he tells of years of alcoholism and four ex-wives and children who won't see him. An accountant from Houston, burdened with overwork, a profoundly retarded daughter, a violent son and the sudden responsibility in midlife of raising a grandchild, came here as an alternative to suicide; the trumpeter in the dinner theater orchestra introduces his solo with a story of his father's recovery from a terrible hunting accident.

"We get a lot of widows coming here trying to deal with the change in their situation," says Pastor Ingram. "Of course once you've asked the question 'Why me?' you've already lost your faith. So a lot of rebuilding has to be done."

A dozen boxes of tissues are posted around the Upper Room, and each room in the hotel has a box too. Bakker himself has never had any compunction about weeping publicly. In his 1976 autobiography he tells several stories of sobbing on the air, including one time in the early days of the "700 Club" when "the feeling of God's presence became so strong in the studio that people in every corner of the building began weeping." Two cameramen were crying so hard puddles of water appeared at their feet, and the show simply went off the air with an empty set on camera because everyone was sobbing.

Some of this emotion appears suspect to Bakker's critics, many of whom are also uncomfortable with the strident oratory, shouted responses and speaking in tongues that accompanies Pentecostal worship. But among those who work for and visit Heritage USA, the emotion is clearly genuine, triggered by traumatic memories and the relief they say they feel when they surrender all troubles to a Father they believe will melt their grief and give them a code for solving the fears and pressures of modern life.

Not every visitor or employe has a woeful tale, to be sure, and many have "taken Jesus as their personal Savior" -- the most important badge of spiritual health -- without having gone through some terrible trauma. But the aura of submerged sadness is strong, and many of the paying guests have come not for vacation fun, but for the spiritual help offered in the marriage and "inner healing" workshops and the prayer-centered Upper Room.

One can see here, too, occasional scenes of rebellion, like the exasperated father telling a teen-age boy -- sullen as teen-agers on family vacations everywhere -- "You're ruining our vacation!" Another day a young boy, about 12, could be seen fishing alone in a remote corner of one of the ponds, happily and rebelliously puffing on a forbidden cigarette. An employe says he has seen the occasional illicit beer can, and once smelled the telltale odor of marijuana in one of the campsites.

But for the most part the crowds, which appear comfortably integrated racially, relish their feeling of being "safe" -- from crime, from drunks and drugs, from dangers to children, from disquieting ideas. And just in case, Heritage USA boasts a 30-person security force, six of whom are armed.

* For those whose temptations are caloric, however, the devil is everywhere. There is one entire store on the 25-shop ersatz Victorian "Main Street" that sells nothing but "Heavenly Fudge"; another sells only ice cream. There are snack bars, vending machines and seven restaurants.

The beauty parlor sells "Tammy Faye" cosmetics, a line endorsed by Bakker's wife, and the jewelry store offers $23,000 diamond earrings, among other trinkets. "I've had people come in and pay cash for them," says the proprietor. (For some reason, though, "Christians don't tip," says restaurant manager Phil Randazzo. "They'll give you $100 if you need it, but they won't leave that 15 percent." They don't seem to play tennis, either. The courts are often empty.)

* There's even a Christian toy store that sells a line of talking "Praise Dolls." "Just squeeze her and she tells you she loves you and God is love. Plus five other loving sayings," reads the blurb on the box. The doll can coo "Pray with me," "I am full of joy," "Jesus is Lord," "Praise the Lord" and "I say my prayers." The store also sells a spanking paddle emblazoned with the words "YOU train YOUR CHILD."

The shopping mall is covered by an arched ceiling on which projected clouds float during the day, and at night stars float in perpetual twilight. Real stars twinkle above the $1 million outdoor amphitheater where the nightly passion play features a real camel and a large cast of Jews and Roman soldiers screaming for Christ's crucifixion.

The Heritage Grand Hotel, which charges $60 to $90 a night, is furnished in replica antiques, including a raft of Victorian sofas and marble-topped coffee tables dotting the expansive lobby. With its combination of decorative grillwork, embossed metal painted to look like copper, balconies, columns and porticoes, it looks like a high-grade Holiday Inn with an overlay of Tara. The hallways and lobby are peppered with antique replicas and imitation sideboards, filled with china and gimcracks. The one in the lobby contains a handmade porcelain bride doll, complete with "lacy lingerie," meant to be Tammy, in honor of the Bakkers' 25th wedding anniversary.

There are television sets everywhere, in the lobby, the rooms, the stores -- and when "The Jim and Tammy Show" is being broadcast live from the television studio down the road nearly all the sets are tuned in. You can go from store to store and never miss a word. Employes, including executives, often learn Bakker's latest plans only by watching the show.

The $42 million hotel was mostly paid for by 30,000 PTL (for "Praise the Lord") "Life Partners" who donated $1,000 apiece and in return are allowed to stay free at the hotel for three nights a year for the rest of their lives. But that is not the only way Bakker's viewers contribute to the Heritage Village Church and Missionary Fellowship Inc.

Viewers are currently being asked to send money to build "Kevin's House," a 13,000-square-foot Victorian-style house for handicapped children. Kevin is a 17-year-old boy born with brittle-bone disease (osteoporosis); he is 29 inches tall and talks to viewers almost daily from his bed in Michigan via a television hookup. His childish voice comes out of a pathetic deformed body, always with a chipper little message about how he hopes to be living soon at Heritage USA.

Kevin (his last name is never used) was brought to Heritage USA for a concert earlier this year sung by Bakker's 16-year-old daughter Tammy Sue. After the concert, as the story goes, Bakker met Kevin, who began to weep because he didn't want to leave the park. Bakker, also weeping, promised him he'd find a way for him to stay. Since Kevin is not expected to live very long, Bakker decided that the house had to be built in 30 days, opening on July 4.

"Those tuned to truth saw the greatest truth of all for Kevin -- the realization that God wants him to be right here at Heritage USA," says an article in the monthly Heritage USA Herald. "And we saw ourselves, each of us as the catalyst that must make it happen. WE MUST MAKE IT HAPPEN!" One way to make it happen is to buy a $125 silver medallion inscribed "With Love from Jim and Tammy on our 25th Silver Anniversary."

So carpenters are working virtually around the clock on Kevin's house, the top ones earning $8 an hour. (Not all of them are Christians.) Steve Book, the 30-year-old night supervisor, says a house of this type would normally take eight to 10 months to complete.

Book, a born-again Christian from Oregon who has spent eight years building churches, says the plans Bakker has outlined for Heritage USA could keep him employed for a long time. "There's enough work here to keep me busy for 20 or 30 years," he says.

Jim Bakker grew up in a working-class neighborhood of Muskegon, Mich., the third generation of a devout Assembly of God family. He attended North Central Bible College in Minneapolis but dropped out after his second year when he married Tammy.

For years the two worked the evangelical circuit, he preaching and she singing. They traveled from church to tent meeting to revival, until they joined Pat Robertson's then-fledgling broadcast operation. Bakker started the first Christian talk show there, Robertson's "700 Club."

Early on he revealed a remarkable ability to raise money, due partly to his decision to "tell the truth" to viewers about whatever financial ruin is being faced at the moment. He also has an uncanny personal relationship with the camera, transmitting a cozy informality with which his regular viewers feel comfortable.

Others, however, find his incessant fundraising manipulative and less than spiritual. A car rental agent at the Charlotte airport, for example, volunteers to a visitor that she has two friends who are regular Bakker watchers. "He asked them for money and they sent in their engagement and wedding rings," she says angrily. "Their husbands should have shot them."

In 1979 the FCC began an investigation into charges that in the late '70s Bakker asked viewers for money for one thing but spent it for others; telling them he was helping to start PTL programs in South Korea and Brazil, for example, but spending instead on his domestic operations, including Heritage USA. Despite volumes of testimony by former employes in nonpublic hearings, the commission voted in 1982 allow Bakker's PTL Enterprises to sell a television station in Canton, Ohio, which had the effect of removing PTL from FCC jurisdiction. The station was sold to another religious enterprise at a loss.

Three of the seven voting FCC commissioners dissented strongly from the decision, urging a public hearing. The matter was forwarded to the Justice Department, which four months later declined to prosecute.

The Charlotte Observer, which over the years has incurred Bakker's wrath with hard-hitting investigative stories, filed a Freedom of Information Act request for the transcripts of the FCC hearings, and three years later got them. The newspaper published a three-part series this past winter detailing complaints from former PTL executives about Bakker's management, extravagance and failure to make good on promises.

Bakker's response, after taking out two full-page ads in The Observer to rebut the articles, was to mount a campaign against the newspaper, railing at it day after day on his television program. He displayed photographs of directors of the Knight-Ridder newspaper chain, which owns The Observer, and urged viewers to write them. The newspaper's publisher, editor and reporter were publicly compared to all types of un-American devils. Bakker even printed up a bumper sticker that says "Enough Is Enough," which is given to every visitor to Heritage USA.

Bakker's spokesman now says that as a result of this pressure and several lengthy meetings, The Observer has "changed its attitude." Richard Oppel, editor of The Observer, denies it. "My attitude hasn't changed at all," says Oppel. "PTL is a major institution in our area and we intend to cover it fully." The ministry is also being asked by the U.S. Internal Revenue Service and the South Carolina tax commission for thousands of dollars in sales and lodging taxes; it has appealed and the matter is as yet unresolved. Bakker's spokesman says property taxes are paid on all but the few acres that contain the church, the school of evangelism, the day school and a home for unwed mothers.

According to the Heritage Ministries' 1985 financial statement, a six-column document in barely readable tiny print, the ministries are also awaiting the outcome of other claims by vendors and one for land from a tribe of Catawba Indians.

In any case, Bakker has been saying recently that he wants to do less fundraising, hoping that the Heritage USA operations will eventually turn a profit and fund the ministry work.

The financial situation of his numerous enterprises remains confusing. Last fall 1,000 employes were laid off and several television programs canceled. The financial statement reports a deficit last year of $17.5 million, despite income of $72 million. But last week Bakker told his viewers that all the ministry's bills are up to date, and his spokesman says that the water park and the addition to the hotel are paid for, without loans.

The evangelist remains press-shy, granting only a five-minute interview and then asking that other questions be submitted in writing.Tammy Bakker, however, is about to embark on a round of mainstream talk shows, possibly even the upcoming Joan Rivers show. "She feels ready," says the spokesman. Tammy, who has a squeaky speaking voice and a rich contralto singing voice, can appear somewhat frantic to occasional viewers, often breaking into high-pitched laughter at odd moments. She once asked an armless woman, in all earnestness, "How do you put on your makeup?" She is heavily made up and changes her hair style regularly. She declined a request for an interview.

The Bakkers have been criticized for living unusually well for a couple constantly appealing for money. They live in a secluded $340,000 lakefront parsonage, and own a $396,780 vacation home in Palm Desert, Calif., where they spend about 10 weeks a year. Bakker is driven around Heritage USA in a 1984 Mercedes-Benz with a "GOD LOVES YOU HE REALLY DOES" license plate. The car was donated by a supporter, a spokesman says.

But Bakker believes there is nothing incompatible about righteousness and prosperity. "Jesus wasn't teaching poverty. He was teaching heart surrender to Jesus Christ," he told the Greensboro (N.C.) Daily News and Record, which recently published a lengthy profile of him. Supporters are fond of saying that Bakker thinks Christians should go "first class," and rejects the "trashy" image born-agains have among the many who remember the pretelevision days when evangelists were lonely believers shaking tambourines on street corners. If you're going to be "fishers of men," Bakker is fond of saying when queried about the lavish appearance of Heritage USA, "you have to have good bait."

A few years ago the Bakkers separated, and were then reunited after intensive counseling by the team that now conducts the marriage workshops at Heritage USA. They went public with their marital problems, and thus encouraged others to deal with difficulties in their own marriages. The marriage workshop is one of the most popular offerings at Heritage USA. They also have programs in divorce recovery, "Biblical Principles of Financial Freedom," and there is an office in the shopping mall offering help on estate planning.

Some people like Heritage USA so much they want to stay, and for them Bakker offers a sophisticated land development operation. There are one-, two- and three-bedroom condominiums, selling for $59,000 to $99,000, plus time-sharing units and a few mobile homes. About 1,000 people live on the grounds now, and housing units are being built at a rate of 500 a year.

William and Lynette Romero's 15-year-old son decided to stay; he found a job as a busboy and a berth with another teen-ager in a trailer. Now his parents are thinking about buying a place here themselves, leaving their retirement home in Brandon, Fla. The Romeros have been here twice, rendezvousing with William's brother Wallace and wife Reba Jean, who come from Michigan.

Wallace Romero has cancer and must sleep in a recliner because of the pain. When the hotel's arrangement to get a recliner for Romero fell through, Art Rigenhagen, the day-shift doorman, went home and loaded his own recliner into his pickup truck and brought it over to the hotel. Rigenhagen, 55, moved here two years ago with his wife Marcella, arriving with 87 cents and a beat-up Oldsmobile.

"My family knew me as a no-good, rotten drunk," says Rigenhagen over lunch in the Grand Palace Cafeteria. Originally from Idaho, he says he spent 27 years as an undercover agent -- he won't give details -- always on the run from "some hit man." As part of his "cover" he played music in nightclubs. Along the way he married and divorced four times and fathered four children, one of whom died of leukemia.

Six years ago he married Marcella, his first cousin,a nd recommitted himself to Jesus. Since they decided to come here, they say, "miracle after miracle" has occurred. They found jobs, (Marcella works in the laundry), someone gave them a down payment on a mobile home and they sold their house inIdaho.

"I minister to hundreds here," he says, "It's not just a doorman's job. I comfort them, pray with them. I saw a lady in a wheelchair, she'd been crippled by arthritis for 37 years. I sent her over to the Upper Room and two hours later I saw her RUN by me . . . " They live a few miles down the road, but their lives revolve around the Heritage USA.

"At first, when you leave here, you feel all insecure, like leaving your mother," says Marcella, who joins him for lunch every day.

Art agrees. "You go out of here and you hear all the cursing, and smell the booze -- in here God's love just reaches out and grabs you."

He stops, blinking away the tears in his eyes. Marcella nods quietly.