When Shell Oil Co. executives decided to transform a barren tract of land near the New Carrollton Metro station into a glittering commercial center, they started by hiring Russell Shipley.

When former Prince George's County executive Winifield M. Kelly Jr. needed money for his reelection campaign last fall, it was his boyhood friend, Russell Shipley, who responded with a $100-per-head fundraiser.

And when John McDonough, a top Kelly aide, went out to ask his fortune as a lawyer after Kelly's election defeat, he followed Prince George's most ingrained political tradition. He now appears regularly before his longtime friends and allies on the County Council, pushing the interests of the county's major developers for the all-white, all-Democratic, all-Prince georgian law firm headed by 45-year-old Russell Shipley.

Shipley and the 12 other lawyers in his firm are as much a part of the political establishment that is shaping the future of Prince George's as the 11 Democratic members of the County Council. In some ways, these lawyers even have more to do with what is built in the county than Executive Lawrence Hogan, the county's lone Republican.

At any one time, Shipley's firm has about 500 cases pending before county commissions and agencies. His firm and that of Peter O'Malley, his former partner, form a link between practically every major county developer and interest group and the leaders of government.

Last Friday, for example, Shipley and four other members of his firm were at the County Council's work sessions on sewer allocations, representing more than 20 of the 73 developments seeking approval.

These are the principles of success in Prince George's. If you want to rise in county government, you join the Democratic party. To be a successful development lawyer, you must first work for the county government. And if you are a major builder, you contribute to the Democratic party and depend on the guidance of the county government Democratic lawyers, most especially the firm of Shipley, Knight, Manzi & Zanecki.

Hogan, the Republican, has a blunt term for the network. He calls it "the unholy alliance." But it is an alliance that is the essence of government in Prince George's, where the planning and development decisions affecting 700,000 people have been made for generaions in Upper Marlboro, a sleepy town eight miles beyond the Beltway with one main street, one main diner, and perhaps 200 recurring characters.

Shipley himself puts it this way: "Parts of success in this kind of law practice is reputation. It's having a history, getting a name in the county." p

The histories, names and connections in Shipley's office are as bountiful, dense and interwoven as the family trees of a small town. Shipley himself started his government career in the county attorney's office in the early 1960s under commissioners that included Francis B. Francois, now a County Council member, and Gladys Spellman, who now represents Prince George's in Congress.

As a county attorney and later in private practice, Shipley became close friends with developer Frank Aluisi, who later gained influence as chairman of the county commissioners and whose son, James Aluisi, was elected county sheriff last year with Shipley's support.

Shipley's colleagues in the county attorney's office were Robert Mathias, who later became a circuit court judge, and Joe Casula, the brother of County Council member Frank Casula, who Shipley knew as a young man in the Knights of Columbus.

It was Joe Casula who introduced Shipley to Peter O'Malley in 1961. Shipley and O'Malley went on to practice law together for 12 years, even as O'Malley became the powerbroker of the democratic party. They both helped to elect Kelley, Shipley's freind from St. James Grammer School in Mount Rainier, as County Executive.

All but one of the six other Shipley firm members who practice before the county are former government officials. Partner Paul Zanecki, for example, was assistant general counsel of the county planning commission before entering private practice, where he moved into a law office used by Samuel Bogley, a former county council member who is now Maryland's lieutenant governor.

Zanecki currently spends much of his time working on the proposed 800-home GolfAmerican development, whose chief land broker was Kenneth Michaels, Kelly's former campaign treasurer.

And the recently hired McDonough not only worked for Kelley for eight years, but is the brother of one of the council's most influential members, Gerald T. McDonough.

The roster of Shipley's major clients shows exactly what such experience can help to attract. In addition to Shell Oil and GolfAmerican, Inc., the firm represents Gulf Oil, American Oil, BP Oil, Pepco, Albert Turner -- a major county developer, Century XXI Corp., Maryland Community Developers, J.C. Penney's, Montgomery Ward Properties, developer Ralph Rocks, Safeway Stores, Exxon, and Ford Motor Co., among many others.

"I have mixed feelings about the size we are now," Shipley says. "I don't know how the hell it happened.

"You do seem to see the same cast of characters around town, and we have worked hard to build a reputation. I know a lot of council members, a lot of staff, and a lot of park and planning people.I wish I could advertise that it makes for a better or a surer or quicker result, but it doesn't."

The lawyers and politicians who work in Upper Marlboro each day say that the Shipley firm's political and government connections give them no improper influence, only the necessary expertise.

"To be a successful zoning lawyer you have to know what the political buzz, is, what the current rhetoric is," says John Lally, another former Kelly aide who now represents developers and businesses seeking the county's favor.

"Shipley and his people have the knowledge and the connections to give you the best prognosis on what to do with your land, or what is the best angle to pursue to get what you want. They know the ebb and flow of the politics."

At the same time, however, those same Upper Marlboro regulars know that the old-boy, tobacco-town-court-house network brought Prince George's the worst development and the seamiest political scandals in the Washington area during the 1960s.

Shipley knows the dangers of what he calls "the corruption of friendships and political rapport" as well as anyone. As a young lawyer in the 1960s, he worked with O'Malley, William Knight, and O'Malley's current associate, Glen T. Harrell, in the firm of William Kahler and Samuel DeBlasis, who then occupied the legal and political czarships that Shipley and O'malley have assumed in recent years.

By the early 1970s Kahler had been indicted and convicted on charges of perjury arising out of a zoning scandal that led to the conviction of one of his major clients, developer Ralph Rocks, and a county commissioner, Jesse S. Baggett, on bribery charges. Before the scandal was over, the head of the planning commission, William Stevens, was also convicted on charges of income tax evasion and the entire county development process was branded as corrupt.

Shipley, like many of the lawyers and politicians who survived the old scandals, tends to regard them now as the products of overzealousness by federal prosecutors who misinterpreted the traditional Upper Marlboro friendships.

"Some people talk about scandal and corruption," Shipley says. "What that all boiled down to after hundreds of zoning cases and years of investigation, during which they looked at every piece of paper in our office and every piece of paper in the courthouse, was the indictment of one commissioner, twice. I hardly think that's a scandal."

County officials are quick to point out, too, that the scandals of yesteryear produced a major reform movement in Prince George's that created hundreds of new development laws and procedures intended to halt abuses and sprawling, unplanned building.

"In this suburb, you don't have the right to do what you want with your property anymore," Shipley says. "You have to go through a terrible legal maze. Everyone is punished equally by the system, and no one gets zoning because they have lawyer X."

Shipley and his partners are quick to agree, however, with officials who point out that the new complexity of the zoning and development system has been to the advantage of those few attorneys and developers who understand the system.

"The price we've paid for all the reform," says council member Francois, who sponsored much of it, "is we've complicated the zoning process so that the average citizen -- and the average lawyer -- is baffled by it. Attorneys who are not intimate with county government cannot handle it.

"that gives us the revolving door problem," Francois adds. "We are no different from the smallest town where there is no judge and two lawyers and mayor, and they all know each other. The difference is that we are not a small town -- there are thousands of people out there who don't know us."

Shipley's lawyers and other zoning attorneys say the principle reason for the firm's success -- and its dominance in development work -- was its specialization in areas of county law that few other attorneys have mastered.

But most acknowledge that the old backslapping, politicking work has been equally important.

"In many ways, we are simply paid lobbyists," says Zanecki. "A regular lawyer is different. He goes into court before a judge, he follows the rules of procedure and argues the cases, and there's not much way he can really go wrong. This is different. If you don't have the right air before the council, if you don't have the personality or whatever it takes to work with them, you're lost."

"We see a lot of officials and we all try to get involved in a lot of community activities, because the politicians appreciate the fact that we do things," said William Knight. "I'm in the Assisi organization, and there are a lot of politicians involved in that, so I keep it up, because you need to be familiar with county officials."

"One of the advantages of going to all the political fundraisers," John McDonough said, "is to find and meet clients. A lot of clients are there and a lot of our clients put pressure on us to be at those events."

Zanecki was more blunt. "If I hadn't attended the political fundraisers and made at least nominal contributions to the party when I started in private practice, I wouldn't have survived."

What, Zanecki was asked, would have happened to his career if he had become a Republican, and attended only Republican gatherings and fundraisers?

"That," Zanecki replied, "would have been impolitic."