Bill Burch, the former Maryland attorney general who cruises around town in a black, $33,000 roadster with a red "FBB" monogram and "EX-AG" license plates, appeared right at home the other day as he sat near the pool-side bar of this resort's largest hotel.

The only thing that set Burch apart from the rest of the Sheraton crowd - daiquiri-sipping women and cabana-suited men - was the violent red color surging up the nape of his neck.

Burch, one of three men who own the Sheraton, sat calmly - but growing redder - as he listened to what one of his partners had said about him and his concept of hotel management. First, there was the matter of the chocolate mints. And then came the crack about the Baltimore Country Club. And finally, the business of the money.

Burch moved to the bar to order a drink and turned to Chuck Howard, the critical partner, standing about four feet away.

"You sonofabitch," Burch hissed. "Why'd you have to say all that?"

Thus, the tale of two Ocean City hotels - as brassy and grandiose as the men who built them. One, the Hseraton, was born of a partnership among Francis (Bill) Burch; his former law partner, George Baker, and Howard, who made his money in slot machines and bingo. The other, the Carousel, was the brainchild of Robert G. (Bobby) Baker, the Lyndon Johnson protege and influence peddler, who went to jail in 1971 for fraud and income tax evasion.

The two hotels are the essence of Ocean City's north beach. To out-of-town guests, they are palaces of sauna and steam, hairdressers and boutiques, outdoor tennis and indoor ice rinks. But to some of the folks who live and work at the other end of the beach, the Sheraton and Carousel are simply, as one city councilman put it, "the walllowing whales."

"Sure, these guys came down here to show us how to do it," said Councilman Hale Harrison, a hotel owner himself. "And then they went broke."

Well, not really. But there's no denying that the history of the two hotels is strewn with financial woes and broken dreams.

The saga of the 16-story Sheraton could be told through a mountain of legal papers filed in federal bankruptcy court in Baltimore. But Howard, groping to explain how his towering hotel ever sank to those depths, came instead to the story of the chocolate mints.

He told of Burch's idea to send the maids each evening to every one of the hotel's 254 rooms to turn down the beds and leave a chocolate mint on each pillow.

"You know how much that costs? Thirty-thousand a year," Howard said, his voice rising.

"Bill Burch has never been out of the Baltimore Country Club. His suggestions equal the supposed tastes of the Baltimore Country Club.... Well, I'm not giving someone a country club here."

Suddenly savoring his subject, Howard rattled on. "Bill Burch and George Baker have never put one cent of their own money in this entity. The only money in this place is me."

Next day by the pool, the petpetually sun-tanned Burch listened intentently as he was told of Howard's comments. Burch said he had loaned the hotel partnership more than $100,000. He and Baker had put their names on the line on themortgages, he calmly explained.

But somehow the bit about the country club burst the dam. "That's a lot of crap," said the former attorney general.

"I didn't want it like the Baltimore Country Club. I wanted it like a first-rate deluxe hotel, which it is."

A few blocks away, at the other Ocean City hotel that presumes to be deluxe, there are no partners to squabble. The Carousel now is owned by a California real estate investment coproration whose man on the scene, Roger Halpert, didn't know Maryland had an ocean shore, much less an Ocean City, until a week before he was sent to the resort from Newport Beach, Calif.

Halpert presides over a behemoth, where the decor runs to fire-engine red, where 190 condominiums are stacked atop 238 hotel rooms, where skaters in tennis togs glide around a 90-foot ice rink in that part of the lobby usually reserved for fountains, plus couches and portable bars.

"This place is it, the ultimate," a bar boy proclaimed. "It's so plush the guests expect somebody to bathe for them."

The famous, they say, populate the red-carpeted guest rooms.

"Just last week Rod Stewart was rumored to be on the 12th floor," one employe confided. "And Miss July Playboy was here, too." So was a man a hotel hairdresser insists was the "vice president ambassador from Chile, with Secret Service bodyguards all around him."

On July 22, 1962, the famous did flock to the Carousel, when owner Bobby Baker threw a champagne party to open what was then a 75-room oceanside motel. Then-Vice President Lyndon Baines Johnson and Lady Bird "tooled down to Ocean City in his official limousine," Baker recalled in his autobiography.

But Baker wrote that as the years went by, "the Carousel remained a hungry, devouring tiger. Interest on loans ate me up: I had 51 of them from 22 leading institutions totaling more than 2.5 million."

After Baker went to jail in 1971, the Carousel was sold. Developers began building the Carousel condominiums that ultimately would rise 22 stories above the beach and open just in time to join Ocean City's high-rise glut, when thousands of doncominiums were dumped on a depressed market. By 1975, the owners were in default on millions of dollars in oans and the California corporation, now called First Newport Realty Investors, which held the mortgage, took over the property.

"No, no, no, it never made money the first year," said a First Newport vice president, Kevin Benson-Brown. "Calendar 1977 was effectively a break-even, and it's made small profits ever since."

Halpert, First Newport's man in Ocean City, said the problem for the behemoth hotels in this town is trying to operate 12 months a year in a resort that has a two-month season.

The smaller hotels down on the boardwalk close for the winter. The two giants, with their big administrative staffs and massive mortgage payments, can't afford to, Halpert explained. So they go after the convention business and corporate meetings with a vengeance.

He says tight management is the name of the game."If you make mistakes in the summer, you really pay for it in the winter."

Over on the Sheraton's sundrenched patio, where the attire tends to hot pink shirts and the men drip gold chains and heavy jewelry, Howard was offering a similar assessment.

But just where the Sheraton management made its mistakes, none of the partners could agree.

Howard expounded the Bill Burch country club theory.

Burch talked of a health spa equipped with steam and sauna and eucalyptus rooms and an ornately tiled sunken whirlpool bath. It was supposed to cost $125,000 to build but ended up with a price tag closer to a half million.

George Baker zeroed in on a helicopter, which he said the partnership acquired without his knowledge. "My Lord, how many hotels have helicopters to bring people in for conventions?"

But whatever the causes, on Jan. 10, 1977, Howard went into federal bankruptcy court seeking a court-supervised reorganization. He said the business owed more than $1 million it couldn't pay.

Now, Howard said, there is money to pay the old debts, the business is meeting its current obligations and the hotel is turning a profit. All that's needed is for the partners to agree on a reorganization plan the court can approve, he said.

But the partners in this tangled court case cannot agree on anything, according to the court records. The situation outside the courthouse is not too friendly, either.

Burch says if he runs into his former law partner Baker, he speaks to him just to be polite.

Baker says Howard's lawyer has warned him that if he talks to Howard he'll be referred "to the attorney grievance commission."

"Talk to Baker?" asked Howard. "If he was sitting over there, I'd shoot him."

Four miles down the beach on the boardwalk, where the tourists sit in rocking chairs on colonnaded hotel porches and the youngsters flock to Trimper's Rides, the businessmen snicker at the speculation they hear about the troubles up the street.

"They come here with their high-falutin ideas," said Harrison, who owns three hotels on the boardwalk. "They've got oodles of class, but they can't make it."

Just jealous, Howard responded.

The Carousel's Halpert was more subtle: The councilman "hasn't seen our books." CAPTION: Picture 1, Visitors to the Sheraton Hotel see this swimming pool and bar. But behind the scenes the hotel has been beset by financial problems. By James A. Parcell - The Washington Post; Picture 2, The Carousel Hotel houses this indoor skating rink, as well as condominiums and plush hotel rooms. By James A. Parcell - The Washington Post