In exurban woodlands east of town, a grand house sits on a hilltop. It is embraced by gardens, lawns and a Grecian amphitheater where, on summer evenings, musicians, dancers and singers performed for invited crowds.

The place is called Melcombe, a name taken from an English country house once occupied by a distant ancestor. For 70 years it has been the family seat of an American dynasty: the Binghams of Louisville.

Through willful acts and tragic twists of history, that dynasty will self-destruct before this year has ended. The necessary family bonds of love, friendship and common purpose have been ruptured by the vanities and conflicting ambitions of middle-aged heirs and by the sometimes uncertain leadership of the aging patriarch.

Their collective power and influence, derived in large part from a communications empire, will vanish with the sale to an absentee corporation of their newspapers, television and radio stations and printing plants.

The announcement on Jan. 9 of the impending sale inspired Paul Janensch, a senior editor at the newspapers, to read again Shakespeare's "King Lear." He saw in Barry Bingham Sr., 79, a 20th-century reincarnation of the doomed Lear, a generous monarch devoured by children he sired and blessed. The last lines of the play are these:

The weight of this sad time we must obey;Speak what we feel, not what we ought to say.The oldest hath borne most; we that are youngShall never see so much, nor live so long.

Bingham, neither maudlin nor given to sentimentalities, confessed last week that "at this time in my life it is very sad and very hard to be estranged from our children."

And he is said to have told a friend, "You are looking at a man who has lived too long."

To qualify as a dynasty, successive generations of a family need more than wealth. They must also have power which, in the United States, is often derived from the ownership of newspapers -- the Hearsts of California and New York, the Pulitzers of St. Louis, the Ochses and Sulzbergers of Manhattan, the Chandlers of Los Angeles, the Meyers and Grahams of Washington, the Binghams of Louisville.

They have predated or outlived the political dynasties of Roosevelts, Longs and Kennedys, the industrial and financial dynasties of the Fords, Vanderbilts and Morgans, and most of the royal dynasties of the world.

Dynasties have a Darwinian mystique. They require continuities of purpose, ambition and talent in successive generations -- the emulation of the old by the young. Luck may be a factor.

The founding father of the Bingham dynasty acquired his newspapers and the grand house on the hill late in life through a fortuitous marriage.

Melcombe came first. It was built early in the century by Louisville's Ballard family, whose wealth derived from flour mills. During World War I it was purchased -- some say for $1 million -- by an heiress to the Flagler fortune made in railroads and land in Florida. It was in the nature of a wedding gift to her new husband, Robert Worth Bingham, a Louisville lawyer and politician without independent means. He was a widower with three children, Robert, Henrietta and Barry.

The new bride died within months, leaving Melcombe and $5 million to her husband.

A year later, in 1918, Bingham bought control of two of the city's newspapers, The Courier-Journal and The Louisville Times, acquiring in the process his first editor, the celebrated Henry Watterson. Four years later he became a partner in the Standard Gravure Corp., a printing firm that now produces magazines such as Parade for Sunday newspapers. The same year he acquired WHAS, the first radio station licensed in Kentucky.

There are newspaper publishers and "media barons" whose prime interest in their enterprises is money. Others, including the Binghams, used their properties as instruments of political power and social change.

A former Kentucky governor, John Young Brown Jr., said Jan. 9 that, "The Courier-Journal has been at the forefront of every important cause in my lifetime . . . civil rights, strip mining, education or corruption in government . . . . Love them or hate them, you've got to respect the Courier-Journal."

A similar, if less charitable, comment was made by a Louisville lawyer who declined to be named: "People came to look at Sixth and Broadway the newspaper headquarters as the holier-than-thou home of gurus and high priests who tell everyone in the state what to do." The Wall Street Journal some years ago referred to Bingham and his son, Barry Jr., as "Messrs. Clean." The senior Bingham has his own simile: "The Jiminy Cricket to Kentucky's Pinocchio."

One of Robert Worth Bingham's first crusades was in support of Woodrow Wilson and Senate ratification of the League of Nations treaty. He lost that cause but made himself a figure in the national affairs of the Democratic Party. Although politically conservative on some issues, he vigorously supported Franklin D. Roosevelt in the 1930s, both with his newspapers and his money, and was rewarded in 1933 with the ambassadorship to Britain. Upon his death in 1937, he was succeeded as ambassador by Joseph P. Kennedy Sr. His youngest son, Barry, 52, inherited the newspapers.

There was no generational conflict over the inheritance. The daughter, Henrietta, and the oldest son, Robert, had no interest in the business nor in Louisville. They were "flower children," according to family members. Robert had a great fondness for travel and drink. Henrietta spent years in Britain and had a certain notoriety for the variety of her conquests, male and female. They were left sufficient money in the Bingham will to maintain their life styles.

Barry attended Harvard, where he is now an overseer of the university and where he met his future wife, Mary, who was a student at Radcliffe. He joined the newspapers after graduation and was a Washington correspondent when Roosevelt was inaugurated.

He took charge of the newspapers in the 1930s, set them on a more liberal course and involved himself deeply in political and civic affairs. He and his wife had particular interests in the cultural and educational life of the community and became important patrons of the symphony orchestra, the opera association, art and theatrical groups and the public library. A former editor of the newspapers, Norman Isaacs, said last week that "without the Binghams, Louis- ville would have been a shabby town . . . . "

Their home, Melcombe, was for years the Louisville equivalent of Robert and Ethel Kennedy's Hickory Hill in the 1960s, a gathering place for artists, authors, journalists, scholars and visiting celebrities. The Binghams seemed to have been cut from royal cloth, full of charm, wit and sophistication, but with a regal air of reserve and aloofness.

A marvelous story is told of Barry Bingham's unsentimental charm. John Ed Pearce, an editorial writer and a longtime personal friend, came into his office one day, moaning about his financial difficulties. Bingham is said to have replied: "I agree with everything you've said. I can't imagine how anyone gets by on your salary. Why don't you write a novel?"

This unsentimental quality has become a matter of public gossip in recent months as the war among the Bingham children over the division and control of the family empire has grown increasingly bitter.

Sallie Bingham, 49, the oldest daughter, told an interviewer last fall that her father had never told her he loved her until two years ago. That expression of love, she said last week, came at a luncheon meeting and "I was astounded. Why would he say that?"

The answer, she said, is that without her knowledge, her husband, prior to the lunch, had urged the father to say the words. Her parents, she said, had always "disciplined" their emotions, leaving the children hungry for affection. Another family member said the senior Binghams were not given to "hugging and kissing but they gave a great deal of time and attention" to the children's education and upbringing. "They had these great expectations for us," Sallie said. "They never told us that, but you knew, you knew what was expected."

The Binghams had five children -- Worth, Sallie, Barry Jr., Jonathan and Eleanor -- all born in the 1930s and '40s. Worth, the eldest, graduated from Harvard, served a hitch as an officer in the Navy and then began his newspaper career. He was good at it, won awards and recognition as a Washington correspondent and was anointed to succeed his father at the newspapers. Barry Jr., also a Harvard man, did his military time as an officer in the Marine Corps and developed a strong interest in television. As a correspondent for NBC, he worked on documentaries, including a much-praised film on the Nile River in Africa. He was destined to take control of the family's television and radio stations.

Sallie, a Radcliffe graduate, was drawn to literature, published her first poems and short stories at an early age and moved on to novels and playwriting. She had no interest in the newspapers and for 20 years lived in Boston and New York. In 1977, she returned to Louisville after two divorces, served for a time as the newspaper's book editor, and married again. Eleanor, according to family members, had a "flower child" phase in the 1960s and later studied at the University of Louisville.

Jonathan's career plans were unsettled. A Harvard dropout, he was electrocuted in 1964 while trying to connect power lines for a Cub Scout reunion at his house. He was 21.

Worth died two years later in a freak accident on Nantucket. A surfboard, projecting from his car, struck another vehicle, whipped around and broke his neck. He was 34.

This tragedy altered the lines of succession. Barry Jr. gave up his television career and moved over to the newspapers. He then survived his own encounter with death. He was stricken with Hodgkin's disease -- a form of lymph cancer. He overcame it after years of painful therapies. In 1971, he assumed the titles of editor and publisher and moved into Melcombe. His father became chairman of the board and moved into a guest house on the estate.

The new publisher brought to the newspapers the same attitudes of noblesse oblige and public service held by his grandfather and father. At times, friends and members of his staff thought he was excessively sensitive to the newspapers' monopoly position in the community. He laid down rigid conflict-of-interest rules, barring participation by his executives in political affairs and in certain community activities. He put distance between the papers and the Democratic Party, editorially endorsing Republican candidates from time to time. He supported the concept of a "free market economy" and the deregulation of certain industries. "It makes no sense," he said last week, "for the government to tell an airline how much to charge for a ticket to Washington. It does make sense for the government to insure the safety of jet engines."

On issues involving equal rights for women and racial justice, he maintained the progressive policies of his father. The newspapers' support of a busing plan to bring about greater racial integration in the public schools enraged large sectors of Louisville. In 1975, a mob of thousands gathered outside The Courier-Journal and Times building and smashed dozens of windows with bricks and rocks. The editorial policy of the papers did not change.

Like his father and mother, Bingham was a strong supporter of the arts and was the principal founder of the innovative Louisville Actors Theatre. But in other areas of civic life he was less involved and was perceived by some professional people as remote from the community, "above it all." A prominent lawyer said, "He's never wanted to be 'one of the boys' and the boys have never wanted him." Family members criticized some of his political endorsements and the newspapers' critical coverage of important local institutions such as the Humana medical corporation where artificial heart transplants are performed.

Louisville reporters and editors have grumbled that the newspapers in recent years have pulled back from their traditional coverage of the entire state, that the editorial pages have lost their spark and that Bingham's obsession with neutrality in the news columns so sanitized the papers that they were drained of color and flavor, like a dry and overcooked roast. "Not one person in 10,000," said a Louisville civic leader, "could tell you who writes editorials on those papers. There is nothing distinctive there."

But they have never questioned Bingham's integrity or the integrity of the newspapers. Michael Davies, a former editor, has said that working at The Courier-Journal and Times was like working "in Camelot. You went home every night with clean hands." Ward Sinclair, now a reporter at The Washington Post, recalled his first visit to the newspapers. A plaque in the lobby is inscribed with the words of Robert Worth Bingham: "I have always regarded the newspapers I own as a public trust." Sinclair said, "You felt that commitment in the newsroom every day you came to work."

The struggle for control of the empire was precipitated in March 1984 when, at the insistence of Barry Jr., the Bingham women -- his wife, mother and two sisters -- were removed from the company's board of directors. That action has never been fully explained.

Sallie, a dedicated and vociferous feminist, maintains that it was a spiteful act by a brother with whom she had always been at odds. She has said of him: "Nobody's under his thumb, because he's impotent." Bingham's public explanation was that the board needed the professional help of outside directors who were brought in to replace the Bingham women. Another board member, who asked not to be identified, said, "The Bingham women were an embarrassment. They knew nothing about the business, but asked a lot of inane questions and pestered Barry Jr. all the time."

Whatever the reason for the decision, Sallie responded in unexpected and dramatic fashion eight months later. She announced that she would sell her 15 to 17 percent interest in the Bingham companies and, if necessary, would sell to an outside buyer. Moreover, she went public with this response by granting an interview to a weekly business publication. Exposure of the family's internal affairs and tensions had begun. Poisonous stories were spread about personal failings of various family members.

Sallie Bingham obtained from brokers assessments of the empire's worth and set her price at $42 million. As the months went on there were numerous negotiations within the family. Last July, Barry Bingham Sr., who controls 95 percent of the voting stock, announced a tentative plan for resolving some of the conflicting demands of his children: control of the newspapers would go to Barry Jr. and the heirs of Worth Bingham, his widow Joan and their two children. Control of the radio and television stations would go to Eleanor Bingham. Sallie, presumably, would have been paid off in cash.

This plan seemed to meet everyone's needs and interests. Joan and Barry Jr. were only interested in the newspapers; Eleanor was only interested in the stations; Sallie was only interested in selling her stock.

Just before Thanksgiving last year, the clan gathered again. A family member gave this account of the meeting:

Eleanor was having second thoughts about running the WHAS stations and was now inclined to sell her interest in the company along with Sallie. This would have required the company to come up with a large sum of cash -- $37 million for each daughter and approximately $37 million to provide for estate taxes. The total was something over $100 million. While the company had a substantial cash accumulation, it had nothing like $100 million. Furthermore, the newspapers at some point would require up to $50 million for capital improvements: new presses and possibly a new building.

That was large requirement for the company. In the Louisville metropolitan area, the newspapers maintain one of the highest household penetration rates in the country, nearly 70 percent. But the city's population is in decline and two adjectives are used to describe the local economy: "stable" and "stagnant." Since the 1950s, the two newspapers have lost nearly 100,000 circulation and the company's profit margins have been feeble.

Faced with these cash demands, the senior Bingham proposed a solution: the necessary money would come from sale of the television and radio stations and the Standard Gravure printing company. The value of the stations alone has been put at about $100 million.

It seemed that the family gridlock could now be broken without loss of the newspapers. Barry Jr. and Joan Bingham were in full agreement with the plan. They had children to carry on the dynasty. But Eleanor indicated yet another change of heart and restated her interest in running the radio and television stations. It has been suggested that her husband, Rowland Peters, a local architect, influenced her and that his long-range objective was for the entire company to be sold.

The plan, in any event, was not adopted. The question not answered is why. The senior Bingham through his control of the voting stock could have executed the plan and the newspapers could have been retained within the family.

On Jan. 9, the final solution was announced: the entire company would be sold. Barry Jr. reacted angrily in a statement published in the newspapers. His father's decision, he said, was "irrational and ill advised . . . . Had I thought in the early 1960s that my career would be abbreviated by my parents in this summary way, I would have dedicated my life's work to other enterprises." He also announced his resignation from the company but has since agreed to reconsider at his father's request.

The senior Bingham issued his own statement, praising his son's stewardship and taking note of the family's disarray: "My family group has expanded beyond my three surviving children to include nine grandchildren . . . . Divergent interests are bound to develop among so many individuals, as they have done in our children's generation. As a senior member of my family I must try to foresee as clearly as I can the future needs and desires of all."

The next afternoon, the younger Bingham and executive editor Janensch addressed the newspapers' staff. Bingham was given a sustained standing ovation by tearful employes. Janensch said he could understand if employes sought other jobs but he urged them to remain. "As for me," he said, "I'll be at my post to the end."

A few days later, cynics in the newsroom had something to talk about. It was revealed that Janensch and other executives had, over the past few months, been given "golden parachutes," long-term financial guarantees to protect them against unemployment. A reporter's comment circulated in the newsroom: "Well, they're really no different than Wall Streeters."

Within the next few months, sealed bids will be received for the Bingham companies. Their total value, according to financial analysts, might exceed $400 million. The Courier-Journal, said an official of Drexel Burnham Lambert in New York, "is one of the great privately owned jewels in America." Another analyst said the reputation of the newspapers is a great asset: "It's like buying a house in a good neighborhood. There'll be plenty of buyers."

As for the divided and estranged Bingham heirs, there will be a great deal of money. But the dynasty is ended.

As King Lear approached his death, he spoke to his friends:

You think I'll weep:No, I'll not weep.I have full cause of weeping; but this heartShall break into a hundred thousand flaws,Or ere I'll weep. O, Fool! I shall go mad CAPTION: Pictures 1 through 8, At Sixth and Broadway in Louisville, The Courier-Journal and The Louisville Times awaits buyers; Barry Bingham Sr., the patriarch who decided the company would be sold, at Kentucky Derby in 1974; Dynasty's founding father, Robert Worth Bingham, seen with sons Worth and Barry, pets and as U.S. envoy to Britain during the Roosevelt administration; Barry Bingham Jr. had children to extend dynasty; Sallie Bingham priced her stock at $42 million; Eleanor Bingham was interested in the stations.