Ray J. Shields, 64, who operated area golf courses for nearly 40 years, died Sunday at his home in Glenn Dale, Md., after an apparent heart attack.

He and his twin brother, Roy J. Shields, were coowners and operators of both the Glenn Dale and the Twin Shields Golf clubs in Maryland.

The brothers discovered a somewhat run-down golf course in 1958. After renting that property, they bought it and renovated it. The new course was renamed Glenn Dale and achieved a reputation of catering not to the "country club set" but to the average golfer.

Between 1968 and 1969, the Shields brothers obtained nearly 300 acres of tobacco land in Calvert County, and decided to design their own course.

Rather than going to professionals for topographic surveys and retaining a professional golf course architect, Ray Shields designed and built the golf course of his dreams. In addition to labor, the professional help consisted of about $125 spent for aerial photos of the area.

In addition to the traditional golf facilities, the club boasted several unique features, including patches of holly golfers are invited to harvest for themselves come Christmas time, and free watermelon from a nearby patch, for those hot and dry holds.

While Ray Shields lived at Glenn Dale, brother Roy lived at Twin Shields, and a club membership is for both clubs.

Ray Shields was born in Lone Oak, Ky. His first stop on the road to Washington was at Akron, Ohio, where he worked for Goodyear Rubber. But the employment outlook was cloudy, and he was laid off. He hitchhiked to Washington and took a job at East Potomac Park as a lifeguard.

He later became a lifeguard at the Annapolis Roads Club on Chesapeake Bay, worked his way up to the post of club manager and eventually put together enough money to take over the club in 1939.

Unfortunately for area golfers, World War II interrupted his career. Both he and Roy enlisted in the Air Corps and served together in the Southwest Pacific. After the war, they returned to find their "golf course" overgrown with weeds and their "clubhouse" a vandalized ruin. But they went to work.

They later bought a small nine-hole golf course on Rte. 240 near Rockville, and opened the White Flint course. From there they went on to Glenn Dale and Twin Shields.

The greatest joy in Ray Shields' career was his design for the Twin Shields club.He once told a reporter, "Designing and refining this golf course is the greatest thing that ever happened in my life.It is something that will live long after me, and that aspect of it really gets to me. It is a downright thrilling thing to me."

In addition to his brother, Roy, Mr. Shields is survived by his wife, Hinky, and two sons, Ray J. Jr., and Jeffrey, all of Glenn Dale; a daughter, Pamela S. Tomikel of Bowie; two other brothers, Lonnie R., of Rockville, and Elvin, of San Benito, Tex.; three sisters, Margueritte Roarty of Cleveland, Lyndell Tibbetts of Ontario, Calif., and Lineva Lessley of Akron, Ohio, and one grandchild.