"All throughout the Navy, people have said that Norfolk stinks," says Navy photographer Skip Holmes. "Well, now I know why. There are too many sailors here."

Back home in Richardson, Tex. (pop. 70,000), says the five-year Navy veteran, "you tell them you're in the service and they treat you like a king. Once I took a bus home from Dallas-Fort Worth Airport. I was wearing my uniform and the bus driver . . . gave me a ride for free . . . People bought me drinks.

"Here [in Norfolk] people are used to it. They've had too much of it already," he says.

To Holmes and many of the other 89,000 sailors based here, Norfolk is a flat, faceless town of franchised burger stands, sleezy bars and 7-Eleven stores every three blocks. It's local girls who won't talk to them, used car dealers who ask their pay grade first, and the fabled signs, never seen but always mentioned: "Sailors and dogs keep off the grass."

"This place is the pits," fumes Sue Keeler, whose husband is a petty officer on the fleet oiler Canisteo, on sea trials in the Caribbean. "When we got married, Mike was stationed in Honolulu. I'd go back there in a flash . . . I'd rather be in Iceland."

Since World War II, when thousands of soldiers and sailors haunted the burlesque shows and beer parlors in a town they came to call "S--- City," both Norfolk and the Navy have been working to clean up the area and make it more appealing to the sailors here.

The city, home of 25 percent of today's Navy, now sponsors Navy Week and the Navy Day Lunch, when local businessmen buy tickets to take 250 sailors to a banquet, the Armed Forces Outing, sailor-of-the-month awards and the International Azalea Festival, honoring the Navy and NATO, also headquartered here.

The Navy, troubled that only one-third of its first-term sailors are reenlisting, has swept away the tawdry bars outside the main naval station gate here, poured millions into new housing, both on base and off, and created new "human relations" counselors to help sailors and their dependents cope.

But many sailors say it isn't working. A poll by Navy Times magazine last year said Norfolk remains the least favorite of the service's home ports, trailing such cities as Charleston, S.C., and Mayport, Fla. The reasons are not unlike those given by Photographer's Mate Holmes and Keeler:

"Too military," said one Times reader.

"Too many people, ships, and everything else," said another.

"Local people are cold and hateful. They would spit on a serviceman as soon as look at one," said a third.

To be sure, not every sailor dislikes Norfolk. Many officers find the city's old line, conservative style attractive, although increasingly the officer corps has fled Norfolk to the burgeoning suburb of Virginia Beach. That trend has left Norfolk more and more a city of the poor.

Visit Benmorrell, the Navy housing project just outside the main Navy gate here, or talk with a sailor at the Navy Exchange, and another view emerges. What angers many Navy families here is the lack of decent, affordable housing and the scarcity of jobs for Navy wives.

"You can't get Navy housing no matter how hard you try," complains Navy wife Keeler. "I know people who have been on the waiting list for years," agrees Rudy DePerio, a 22-year-old operations specialist from Oxon Hill, Md., whose wife remains in the Washington suburb while he lives on a ship here.

"It would be nice if they had Navy housing available for us," says DePerio. "I know it would help things out between us if we could live together. It wasn't like this in Philadelphia when I was there. If you wanted housing, you just signed up and got it."

Beyond housing there is a lack of jobs for women in the Norfolk area that angers many wives who have worked elsewhere. "They find out that your husband's in the Navy and they figure you're a bad risk," says Keeler. "They're afraid you're going to get transferred the next minute. About the only thing open are low-paying jobs in fast food joints and 7-Elevens. Who needs all that aggravation for the minimum wage?"

The result: many Navy families here live off Navy pay plus food stamps. Norfolk social service administrators say they received an average of 60 calls a month last year from sailors who wanted food stamps.Thousands more, they estimate, are already receiving them.

City leaders dismiss talk of Navy unhappiness as standard grousing. "You're going to find that there are going to be some people who won't like wherever they're stationed, especially if they're far from home," says Norfolk Mayor Vincent Thomas.

"The proof of the pudding is in the eating," he says. "We have one of the largest communities of retired sailors in the country. It doesn't stand to reason that all these people would settle here if they didn't like it as a place to work and live . . . We have a good relationship with the Navy and are trying to help with their retention problems and make them feel that they are a wanted and vital part of the city."

"The sailors love it here," adds James Fairchild, executive director of the Norfolk Chamber of Commerce, "and we know we love having them."

With good reason. The Navy's impact on Norfolk is overwhelming. Norfolk is a company town; the company is the U.S. Navy.

There are 424,000 people here -- sailors, civil servants, retirees and dependents -- who account for a $1.8 billion-a-year payroll. There's another $1.6 billion to be had in Navy contracts for goods and services.

Sailors brought area schools $13 million in federal impact aid funds and last year gave $2 million to United Way charities.

"If the Navy wasn't here, I wouldn't be here either," says Earl Cook, proprietor of Sidewalk Motors, home of the "cheap auto, $1,595 and down." His is one of a half-dozen dealerships near the naval station on what seems like an endless used car lot, complete with signs advertising "Civilians and Military Financed Here," and "Welcome Home Sailors."

"The Navy has given this area so much more than money," says Marilyn Goldman, editor of Tidewater Virginia magazine, published by nine chambers of commerce in the Norfolk area. "Retired Navy people have brought this city culture, talent, expertise and science . . . Culturally we have come light years with the Navy's help."

True, Norfolk now boasts new museums, theaters and universities -- growth that would seem as exotic as a foreign port to sailors who knew the city in World War II when it was swollen with sailors and the red light district was just down the block from City Hall.

Old salts such as former VIRGINIAN pilot editor Robert Mason remember Norfolk for its tattoo parlors, burlesques and old-fashioned arcades, like "the one where you could throw baseballs at these scantily clad girls lying on beds. If you hit the target you'd knock them out of bed."

"It was a town of booze, broads and bars . . . old 'Who Gives a Damn Norfolk,' recalls former pharmacists mate and now night magistrate Bob Lamar. It was a place where "men could really be men. . . . We'd get drunk as hell and beat the crap out of anyone who even looked at us funny."

Mason, a former shore patrolman, remembers the time "a British sailor passed out in a urinal and everybody was relieving themselves on him. Norfolk, he says, was "a city of pimps, dregs and war workers . . . who were supplying all the goods and services that the congestion opened the market for."

Meanwhile, Norfolk was a city of two governments where the politicians of the aristocratic people and the Navy brass vied for water, fuel oil and food during wartime shortages.

But following the war, a reform ticket took over City Hall and began, with Navy help, a massive effort to reconcile the city with the Navy and clean up the town. The city's newly formed and federally funded redevelopment housing agency -- one of the most active in the country at the time -- tore down the slums and the 20-block Main Street strip and erected a massive City Hall complex and a sky-scraping financial district. The remodeling continues today, with a $400 million downtown redevelopment in the works.

Mason says the Navy began to change, too. Aside from its own clearance program, Mason says, "the character of the Navy began to shift. Instead of the old Navy manned by bachelor-types and deck apes, the new Navy went electronic, and young sailors were getting married and moving to the suburbs."

Throughout, Mason says, the 300-year-old city, which was burned during the Revolutionary War and has seen its share of wartimes and servicemen ever since, "offered no hostility . . . took everything pretty much in stride."

Now, however, many say Norfolk's city planners are out to erase all visible signs of Navy presence outside the base gates. Bar owners in East Ocean View -- the last decaying vestige of the old Navy town, a dusty patchwork of crackerbox houses, crumbling garden apartments and seaside motels frequented by sailors on a weekend binge -- fear their area is next.

On one recent payday weekend, every honky-tonk along the seedy, bayside strip outside the Little Creek amphibious base was filled with sailors in civilian clothes, many of them talking trouble and doing their best to drink their paychecks before the night was through.

Inside the Pirates Cove, a go-go with a Sinbad motif, a woman named Betty, in a silver-spangled bikini, was dancing on a table above several dozen wild-eyed sailors.

The owner, whose business is roughly 70 percent Navy, looked on and shook his head. "It's clear to me that the writing is on the wall. East Ocean View is an eyesore to the uppity business community that has taken over uptown. The city fathers spout all this idealism about cooperation with the Navy, but when push comes to shove, they want to screw them," he said.

Recently, he continued, Norfolk has set its special, 15-man tactical police squad on Ocean View. They are tough, plain clothes officers with a "Starsky and Hutch attitude," the owner said, who patrol the parking lots and beer joints after dark, issuing summonses for hitchhiking and disturbing the peace.

Tactical squad veterans say they are simply protecting the sailors from themselves and the locals. Sailors are constantly buying bogus drugs -- like sage and eggs baked together to resemble hashish -- and being rolled by prostitutes, some of whom turn out to be tranvestites they mistake for women, according to the police.

"When these [drug dealers and prostitutes] see a sailor coming down the street," says one officer, "their eyeballs light up."