Rule Number One: Always try to see your opponent's cards.

-- From a handbook on scopa, a common Italian card game

The business of selling pasta in America has always had a distinctly Italian flavor. Thirty-five years ago, at a meeting of the long-defunct National Macaroni Institute, Joseph Pelligrino -- formerly of Brooklyn, then head of the Prince Macaroni Company of Lowell, Mass. -- proposed that he and his fellow independent dried pasta makers band together to promote more pasta eating among Americans. He suggested a slogan.

Pelligrino had earlier paid a visit to an ad man at a small firm in Boston, one Jerome O'Leary, famous only as "The Voice of the Boston Braves." O'Leary and Pelligrino had decided that the macaroni men needed to pick a day for Americans to set aside for spaghetti.

"It couldn't be Monday," Pelligrino's son, Joseph P., 46, and president of the Prince Company today, recounted recently in his Lowell office, where the company is still headquartered, "because Monday was washday traditionally, right? And it couldn't be Tuesday, because in New England that used to be franks and beans day. Friday was out; that was fish. Sunday was chicken. So quite undramatically, by a process of elimination, Jerry O'Leary and my father chose Wednesday."

The elder Pelligrino put the suggestion forth at that meeting in 1950: "Wednesday is Spaghetti Day." They would all work together to make the slogan stick. It was simple enough; simple as spaghetti itself.

The reaction? Unanimous: thumbs down.

The younger Pelligrino, a trim former Marine and Harvard graduate ("Class of '60"), smiles as he explains the sentiment behind the rejection: " 'If that guy thought of it, it can't be any good.' In those days, those guys competed at the personal level. They were furtive, partriarchal -- they each had a territory that they guarded with their lives."

Max Busetti, communications director of the present-day National Pasta Association, concurs, but in the present tense, not the past: "The industry is rather private. Tight-lipped. It goes back to the Italian ancestry. They're suspicious of each other. They'll fight for their group. Secretive. I can't even get some of them to send me press releases."

Other vestiges of the old ways remain, even as other aspects of the business undergo dramatic change. The old and the new contrast particularly at Prince, which claims to be the largest pasta maker in the country (by volume), the second largest in the world, and is the only major American macaroni company to maintain its independence in the face of numerous conglomerate takeovers in the last 10 years. Prince is also "the most efficient in the industry," according to Busetti. "It has the most modern equipment, and I think they're very proud of that."

"Welcome to Prince Spaghettiville," proclaims the sign on the railroad bridge over the street that leads to the Prince "compound" in the old Massachusetts mill city of Lowell. Inside the gates is an Italian restaurant, the Prince Grotto, in business since the '50s; a terraced Italian garden (part of the restaurant); a greenhouse; and, most importantly, looming up at the end of the parking lot, a factory where 200 million pounds of pasta are made yearly (that's close to a one-pound box for every person in the United States, with some left over). And it's not Prince's only factory.

"There's a mirror image of this in Warren, Mich.," says Tony Covello, the Lowell plant manager, as he takes a visitor on a tour. Health regulations require that caps be worn: Prince's are red, white and green (the Italian flag colors) emblazoned with, "Wednesday is Prince Spaghetti Day." When the pasta makers nixed the slogan for a national campaign, the elder Pelligrino made it Prince's own. It's been the company's call for more spaghetti eating since 1951.

Inside the cavernous factory space the floor is just perceptibly slippery with a coating of yellow seminola flour too fine to be swept: the place is immaculate. Three million pounds of flour can be stored in silos here. Five thousand pounds of dough per hour per pasta machine can be mixed.

Covello, young, businesslike and formerly employed by another noodle giant, C.F. Mueller, shouts statistics over the intense noise. The heat is another inelegance at the factory level: it's "90 degrees and 70 percent humidity" all year long -- to accommodate the pasta, which is never baked but is dried over a precisely monitored period of time; otherwise it may be too brittle (if it dries too fast) or prone to mold (if it dries too slowly).

The Lowell factory was "purposely oversized," built with expansion in mind. Indeed, a visitor will notice big areas of empty floor space, waiting for another new Italian-designed-and-built machine.

"The state of the art," says Covello, pointing out blinking computers; a machine that cuts lengths of spaghetti with a rhythmic crashing sound, like a thousand soldiers marching in step, 24 hours a day; and a red ambulance-type light that whirls, throwing its warning beams across the walls and ceiling to alert a worker that an "extruding" machine has shut down.

Amid three floors of this Chaplinesque delight, there are simpler things, reminders of what pasta really is, and has always been -- an uncomplicated mixture of flour and water, and, in some cases, eggs ("5.5 percent by law," Covello recites), that is, if it's egg noodles you're after. There are, for example, ordinary framed screens for holding the product as it dries; a row of wooden paddles to fold the fettucine over itself ("the dough would stick to metal"); and, everywhere, except in the small, chilly room where the frozen egg yolks are kept ("30 pounds to a block"), the unmistakable smell of pasta boiling. No pasta is actually cooking here, but still the smell is exactly the same as in anybody's kitchen on a pasta-supper night.

Prince makes 350 million pounds of pasta a year in all -- at this plant, at the one in Michigan (near Detroit), and at a third, smaller, factory in Deer Park, Long Island, N.Y.

Not all of it is sold under the Prince label. Though it claims 20 percent of the market, Prince sells only 7.5 percent of pasta bought in the United States under the Prince name. Goodman's, Price Chopper, P & Q (the A & P brand), and numerous others are manufactured by Prince. It's the chocolate maker, Hershey Foods, with its American Beauty brand (best known in the South), that says it sells the most under its own label -- 17.5 percent. That's the closest we have to a national noodle: pasta buyers, like the old pasta makers, are fiercely loyal to their own. Marketers have found them very reluctant to change their regionally determined, usually ethnically coded brand.

Asked if he ever wishes all those pounds of pasta bore Prince's name, the younger Pelligrino shrugs and says yes, he supposes so, "for ego reasons," but he understands too well those ethnic ties to tamper with them.

Instead, he looks toward the new pasta eaters -- all those runners sitting down to spaghetti the night before a race; the pasta salad crowd; the vegetarians and others turning away from meat for health, economy and other reasons.

This fall, Prince will rerelease a television ad that caused the management of the "other" Prince, the rock star, to boil last spring. The 30-second parody -- using no personage, just some stock rock audience footage and stock rock concert sound -- made the point that Prince spaghetti ("The Original") was also good "in concert" . . . with Prince Spaghetti Sauce. A final still shot featured a sauce bottle and a tiny microphone pointed at it.

The ad was a product of the mind of humorist Stan Freberg, described warmly as "a lunatic" by Pelligrino. "And I can't tell you how cheap that ad was to make," Pelligrino gloats. "The audience shot was about $150, the sound about $100. It was probably the cheapest commercial ever made."

What Pelligrino loves best about the way the ad turned out, after Prince-the-rock-star's managers caused a stir by threatening a "cease-and-desist" order, was not only that they got free air time on major news shows across the country reporting the flap, but that it came at exactly the time Prince-the-pasta was trying to break into the California market. Golden Grain is the top West Coast noodle, holding a 50 percent share. Prince is now at 3.25 percent -- significant in a market where brand loyalties are so strong.

Per capita consumption of pasta in Italy is 60 pounds a year. And to comprehend that is to slowly realize the reason Italians have invented more than 150 different pasta shapes, from capelli d'angelo (angel's hair) to vermicelli (tiny worms). Per capita consumption in the United States doubled between 1950 and 1980 -- to 10 pounds a year. It's up to 11 pounds now, according to Busetti of the Pasta Association. That represents $1 billion spent a year ($200 million of that being Prince's share), and Busetti says that sales may double by 1990.

When the elder Pelligrino made his pitch for a national spaghetti slogan back in 1950, 250 pasta companies of the old school were in operation. Twenty-five years later, there were still about 180, with the big 10, including Prince, controlling 40 percent of the market, mostly in the Northeast. As pasta sales surged, big business nosed in. Since 1975, a number of major food corporations, including Borden Inc., Hershey, Pillsbury and General Foods, have bought up Ronzoni, Ronco and the seven other macaroni giants, excluding Prince.

Pelligrino cites fear of imports as one reason for the sellouts. About a decade ago, the Italian government began to subsidize the pasta companies that exported their products. Italians were getting up to an 85 percent rebate on the cost of wheat. Imported pasta sales grew 50 percent here during 1984 -- to $55 million. In June, a stiff new duty of 25-40 percent on European pasta was proposed by the United States. "The Italians screamed like stuck pigs," according to Peligrino, and the recommendation was tabled. "We reached a kind of truce situation," says Busetti. Right now, the recommendation remains in limbo.

In many cases, the old pasta families continue to manage the companies they no longer financially control. Still, Pelligrino comments: "I'd much rather compete with a conglomerate than one of these fierce patriarchs, who'll do anything and everything to break you if you try to break in . . . It's easier initially anyway."

Pelligrino takes obvious pride in the history of Prince and of Italian-Americans. Near his secretary's desk, in an outer office, is an Abruzzi "guitar," which his mother-in-law brought to this country with her. It's not for making music but for making fresh pasta. It takes its name from the guitar string-like wires through which the dough is pressed, usually with a rolling pin. The long, cut noodles fall into a wooden rectangular box below the wires.

On the floor near his desk is an old metal pasta machine made in Boston in 1903. It has a hand crank and separate disks to attach to the extruder, to change the pasta's shape -- no different in principle, only in size, from the ones being used in the factory today.

No doubt the machine is exactly the vintage used by Prince's founders -- three Italian immigrants who had a shop in Boston's North End, on Prince Street (hence the company name). The business began in 1912; the elder Pelligrino bought controlling interest in 1940.

Pelligrino-the-younger plans a pasta museum at Prince -- more evidence of this former history major's respect for the past. But not to forget the future.

Some 250 hourly workers presently punch in for three shifts at the Lowell plant. And who is their director of personnel? In charge of "hiring, firing, retirement, workmen's comp, insurance, the whole thing," is Pelligrino's 23-year-old daughter Carla.

"I was about to lose my personnel director of many years and was worried about replacing her," Pelligrino says. He was discussing it at home one night with his wife, within hearing distance of his daughter, then newly graduated from Sweet Briar College, and his 13-year-old son (an older son is a senior at Harvard). "And Carla said, 'I could do that job.' And I said 'You could?' And she went on to explain how she could. 'And besides,' she said, 'I have the right name.' "

Sitting in her spare, beige-and-pink walled office, she claims, when asked, "Who are your heroes?" ("Seriously?") that they are her mother and father. She says her grandfather, in his 80s, still chairman of the board and living in Florida, "was shocked" when he found out she had been given the position. "It was my (college-age) brother who always went to the office with my father. My brother everyone expected to be the one." (And well he might also come aboard, says the family, but for him there is still business school in the offing.)

The art history major, who at first wanted to land a job at Boston's Museum of Fine Arts, says she is glad her father "didn't do to me what his father did to him.

"He started out working in the plant," she says, "pulling flour off the trucks. And only after he had made a suggestion that worked was he promoted to the next step, and then the next." (Pelligrino has been quoted as saying: "I was in the Marine Corps for three years of active duty, and I can truthfully say, when I came back to work for my father it was tougher. There were times when I looked back on boot camp as the good old days.")

Nepotism isn't anything new in the pasta companies -- for example, there are six younger Ronzonis coming up through the ranks. But the idea of a pasta family businesswoman is. A woman is like an egg, says an old Italian proverb: the more she is beaten, the better she becomes.

Asked her future plans, Carla whispers prayer-like, her eyes raised to the ceiling, "My father'll kill me if he hears this," then admits in a forthright tone, "but what I'd really like to do is be on the board of directors, the first woman on the board."

Make way for new proverbs.

Some evenings it's nice to imagine that choosing which pasta shape to eat is one's only care. In that case, one might decide that sea shells would be the right choice for a dish using fish or shellfish, or that cannolichi (called "skis" in my family) would be the one for a snowy night. But only let that kind of logic rule your choices if it appeals to you. There are other ways of looking at this pleasant dilemma. Let imagination be your only guide.

Herewith, then, some pasta recipes, but consider the shapes listed only as a suggestion. Pasta Alla Prince and Linguine Frutti di Mare are adapted from dishes prepared in the Prince Grotto restaurant. PASTA ALLA PRINCE (2 servings)

2/3 cup marinara sauce (recipe follows)

6 ounces pasta (fusilli, spaghetti or any other of the string-type pastas)

2 tablespoons butter

1 medium onion, finely chopped

1/2 to 3/4 pound tenderloin beef, diced into 1-inch cubes

1/2 pound fresh mushrooms, sliced

2 tablespoons fresh parsley heads (no stems), finely chopped

1 teaspoon fresh basil, chopped (or 1/2 teaspoon dried)

Freshly grated black pepper for serving

Freshly grated parmesan cheese for serving

Prepare the marinara sauce (see recipe below).

Cook the pasta according to the package directions.

Meanwhile, heat the butter over low heat in a heavy-bottomed saucepan. Add the onions and saute', stirring, for 10 minutes or until soft and transparent. Raise the heat to moderate and immediately add the tenderloin. Stir and cook for 2 minutes, then add mushrooms, marinara sauce, parsley and basil. Cook, stirring, for 3 to 5 minutes longer, depending on how well-done you prefer the meat. Remove from heat.

Arrange the cooked and drained pasta on a platter, and the cooked beef mixture on top of that. Bring to the table to toss, and serve immediately with the black pepper and parmesan cheese to be added by each guest according to taste. MARINARA SAUCE (Makes 3 cups)

1 tablespoon olive oil

1 large clove garlic, minced

1 medium onion, finely chopped

28-ounce can crushed tomatoes

1/2 cup red wine

5 stalks fresh parsley (heads only, no stems), finely chopped (about 1/4 cup)

1 teaspoon fresh thyme leaves (or 1/2 teaspoon dried)

1 tablespoon fresh basil, chopped (or 1 teaspoon dried)

1/2 teaspoon dried oregano or sweet marjoram

1/4 teaspoon crushed red pepper

1/8 teaspoon black pepper

Salt to taste (try 1/4 to 1/2 teaspoon)

Pinch sugar

Heat the oil over low heat in a heavy-bottomed saucepan. Add the garlic and onion, and saute' together, stirring, for 10 minutes or until soft and transparent. Keep the heat low and take care not to burn this mixture. (If any of the pieces do get crispy or black, discard the whole thing and start over.)

Add remaining ingredients to the saucepan. Simmer, covered, for 1 hour on lowest possible heat, stirring frequently. LINGUINE FRUTTI DI MARE (2 servings)

6 ounces linguine

4 fresh quahogs or other hard-shelled clams, shucked (use 6 of the smaller varieties, like cherrystones)

2 tablespoons olive oil

2 tablespoons butter

6 large fresh shrimp (or 12 medium), peeled, uncooked

1/4 pound bay scallops

2 cloves garlic, minced

1 tablespoon fresh parsley heads (no stems), finely chopped

Cook the linguine according to package directions. While it's cooking, prepare the remaining ingredients.

If you're using quahogs, mince them; cherrystones or other smaller (and more tender) varieties may be used whole and served on the half-shell, if you like.

Heat the olive oil and butter over low heat in a heavy-bottomed frying pan. Add the clams and saute' 3 minutes, stirring. Remove with a slotted spoon and reserve.

Add shrimp, scallops, garlic and parsley, and cook another 5 minutes, stirring. Remove from heat.

Arrange the linguine on a platter, add the cooked shrimp and scallops, and lastly the clams. Bring to the table to toss and serve immediately.

Note: You may wish to serve both of these dishes together on a bed of one kind of pasta. Put one mixture on one side of the platter, and the other mixture on the other half. Do not toss before serving. Guests can take quantities of each and toss the individual pastas on their own plates.