Soon the Merry-Land Club will be gone razed for the American Medical Association's new 12 story office building.

It won't matter to Olivia Davis, though. She has her memories.

Sitting in her Chevy Chase home recently, Davis recalled her early days at the Merry-Land Club. It was back in the 1940s and early 50s, and she was the talk of the social set, living a life of diamonds and furs and nights on the town. Her club, at 1405 L St. NW, was the place to go for the finest jazz in Washington.

But years went by and times changed. Fashionalbe 14th Street began its slide, high-heeled hookers replacing well-heeled patrons. Clubs and restaurants closing all around her, Davis had to make a decision.

She did, and the Merry-Land Club became a strip joint. Amber Haze went on for Pearl Bailey.

Finally, last January, faced with rising costs and declining patronage, Davis had had enough. She sold the club and the building that housed it for 37 years to Washington developer C. Duke Brannock. By next January, construction of the AMA's $12 million, 150,000 square-foot building will begin, and a part of Washington's history will be gone forever.

A sad story? Olivia Davis doesn't see it that way. In its day, Davis said, the Merry-Land was "the place to go in Washington. But I wasn't that upset when I cosed it. It was time."

Davis came to Washington from her family's 275-acre farm in Riverside, Md., when she was 18. After completing a course at Temple Business College, she took a cashier's job at the Crescent Cafe in Washington.

Ten years later, in March, 1941, she left the cafe to open the Merry-Land Club, which during Washington's boom-town years of World War II included a restaurant and bar, high-lighted by a jazz trio and a "girl singer."

A 1945 newspaper account described the club as "cheerful and softly lighted, modern but not painfully so, a setting of...reds, blues and creamy beiges, with dashing wallpapers and mighty big mirrors."

"The Merry-Land has a nice, loose atmosphere," said veteran WMAL jazz disc-jocky Felix Grant. "The music played continuously from nine until one or two in the morning. You got a lot more music for your cover back then."

"It was a small place, in some respects just a converted restaurant. The state was the size of two desks, really small, and there was a telephone room right next to it. People used to walk right in front of the performer to use the phone" Grant said.

By the late 1940s, Davis was booking such jazz greats as Art Tatum, George Shearing's Quintet and Pearl Bailey into the 125-seat club.

"The place was packed every night with all the, well, what you would call "in-people" today. It was also a favorite late retreat for orchestra musicians in town.... We charged a $2 cover and paid the performers around $300 a week," remembered Davis.

In Washington, Davis was almost as famous as her performers. The press featured her in articles and gossip columns and on the cover of entertainment journals.

In 1945, Mary Harris of the Nitery Journal wrote of Davis: "She is a smart operator, she knows where the leaks are likely to occur and sees that they don't happen.... She hasn't let success go to her head but keeps her well-manicured hand right on the pulse of her business every minute.

"I didn't think she knew what the hell she was doing...but she made money anyway," said Willis Conover, an internationally known jazz broadcaster and one of the first to have a jazz program on Washington radio.

Conover remembers a Merry-Land audience crowding around pianist Earl "Fatha" Hines after one show, applauding him for hitting so many unusual notes.

"Hines turned to us and said "That's because I was trying to miss all the dead keys on the piano.""

But "what a lot of young people forget" Conover added, was that Washington in those days was very much a segregated town, in which blacks by law were permitted in white clubs only as performers or kitchen help.

"I had to call Davis once for permission" to bring the great jazz singer Billie Holiday into the Merry-Land to see the show," Conover remembers.

"She told me it was OK but Holiday couldn't have a drink."

Enjoying her success, Davis leased the Merry-Land Club to another operator in 1953 and opened the Patio Lounge at 711 13th St. NW.

With more room and more customers, she expanded her range of performers, bringing in "only big name artists," such as Ella Fitzgerald, Sarah Vaughan, Stan Getz, Dizzy Gillespie and Miles Davis.

"The Patio earned such a name that the Mutual Broadcasting Company started broadcasting live out of the club each week," she said.

Three years later, however, Davis said she was forced to give up the Patio and take over the Merry-Land Club again when "the man I had leased it to couldn't make it work."

Though she said she worked hard to bring the club back to life as a popular jazz club, times had changed, and the Merry-Land wasn't large enough to generate the $2,000-plus a week in salaries that performers were demanding.

Aside from those problems, Davis said, customers were becoming hesitant to patronize a club so near what was becoming Washington's "block of sin," 14th Street.

Finally, in 1958, Davis said she decided to "go strip," but not without reservations. "I guess I was naive or embarrassed to do it, and it was a step down, but we had to do something that was money-making."

As a strip club, the Merry-Land featured a musical trio, a master of ceremonies - sometimes a mind reader - and six girls.

"We attracted men of money from all over the country," said Davis, "and there was never any rowdiness allowed. I didn't care how much money a person had if he acted up he was out."

However, in October, 1967, the club's liquor license was suspended by the Alcoholic Beverage Control Board for allowing its strippers to behave immorally both on and off the stage.

In the early 1970s, one notable Merry-Land act featured a stripper doing a number with two boa constrictors which she brought to work with her in a pillow case.

But novelty couldn't complete with nudity, Davis said, and unlike other club owners' attitude toward their girls "I wouldn't have them going completely naked and because of that business began to fall off. After a time I was just disgusted with the place and ready to sell."

So, in January 1979, the Merry-land Club was sold.

But Davis said she wasn't sorry to leave the club. "It was good to me and I made a lot of money, but right now I'm ready to do some things I haven't had a chance to do all these years like traveling. You just can't put out the type of entertainment you would in the past anymore. Things have gotten too expensive. I'm glad I got to do it when I did." CAPTION: Picture 1, OLIVIA DAVIS...opened club in 1941, 1944 Photo; Picture 2, Merry-Land Club, sold in January, will be razed for office building.