Once, they shared a bachelor apartment. At their weddings, they stood up for each other. They grew up together, grew rich together and then, finally, grew apart. Law firms, like marriages, do not always end up happily ever after. But the breakup of the prominent Washington law firm of Dell, Craighill, Fentress and Benton shocked many in sports, including some of the athletes represented by the lawyers.

"Players are the last to know," said tennis player JoAnne Russell. "There are probably players out there that still don't know that Dell is not Dell, that it's not one firm."

It was a power in tennis and in the world of sports promotion, the only rival to the Cleveland-based International Management Group. The firm grew, spawning ProServ Inc., and ProServ Television. They represented top athletes, promoted tournaments and sold the television rights for others, just as IMG does.

Although there are many possible reasons for the breakup, it is widely believed that those overlapping roles may have contributed to a philosophical split among friends

Now, instead of one firm and one marketing company, there are two. Frank Craighill and Lee Fentress, two of Donald Dell's oldest friends, law school roommates and partners, left to form a new firm and a new marketing company, Advantage International Inc. They took with them about 50 clients, including Moses Malone and Hana Mandlikova. They also took key personnel: Dean Smith, who manages financial portfolios; Del Wilber, who is in charge of marketing and sales, and Peter Lawler, who handles men's tennis.

Dell has reconstituted his law firm (now called Dell, Benton and Falk) and the board of directors of ProServ. Since the breakup, he says, he has signed Jimmy Connors, the No. 1 player in tennis; Mark Murphy of the Redskins; James Lofton of the Green Bay Packers, and Ken Singleton of the Baltimore Orioles.

"On a personal basis, I was hurt and disappointed at the way it occurred," Dell said. "On a business basis, through good luck and good fortune, it could not have turned out better for us."

The dissolution of the firm, founded in 1969, took effect at midnight, March 31. An agreement signed March 10 includes a provision that no one discuss the breakup publicly. Breach of contract could result in litigation.

There is nothing quite like lawyers armed with the law. They have, as agreed, refused to discuss the causes for the split. In a joint press release dated March 12, they said, "Both groups continue to have the utmost professional respect and personal fondness for each other" and attributed the reasons for the split to "differing future goals."

Representatives for both sides agreed to elaborate on their future plans. Based on their comments and interviews with dozens of people in tennis and law familiar with the firm, it is possible to gain some insight into what happened and what the consequences may be for tennis.

Few believe the parting was amicable. "I'm sure it was like a divorce," said tennis player Steve Denton, a former ProServ client now with the International Management Group. "It was probably pretty messy."

"Amicable? You don't work 12 years to build a business, split up and split up happy," said Bob Kain, IMG's corporate vice president in charge of tennis. "Obviously, there were some very deep-seated problems. There was no way it was anything but very, very rough. Probably, it was the most difficult decision they ever had to make in business."

Difficult for some clients, too. Most stayed with whomever had been handling their services. Denton said it affected his tennis for three or four weeks. Dick Stockton, who ultimately decided to go with the new group, felt so torn he considered avoiding both firms rather than chosing between them.

Tracy Austin, ProServ's top woman tennis player, said mainly she felt sorry for her brother, Jeff, an attorney who had just joined the firm and had to decide where to go (Advantage International). As before, Dell will handle Tracy Austin's contracts; Sara Kleppinger, now a senior vice president of ProServ, will handle the tennis player's daily matters; Smith, now with Craighill and Fentress, will handle her finances.

Arthur Ashe, one of Dell's original clients and an old friend, said, "I was upset by it all. I was not completely surprised. I kind of figured that the family would figure out a way to stay together. When a family breaks up, it is upsetting to everyone."

Sources say there was no one factor that caused the split. They point to several possible sources of conflict. Although the announcement surprised many, others say the problems did not materialize overnight. "It didn't start yesterday and it didn't pop up yesterday," said one client. "(It goes back) maybe even further than a year."

Still, Dell was stunned when told by Craighill and Fentress what was happening.

It is widely believed that one explanation for the split was concern among those who left about the multiple roles of ProServ: the question of how many masters you can serve. Fentress, the spokesman for Advantage, declined to comment on that assertion, but said, "We'll devote a great deal of attention to representing individual athletes, negotiation of contracts, financial management. We'll be very active in corporate consulting.

"I don't see us running Grand Prix events, representing the Grand Prix in television negotiations, such as the French Open, or packaging television programs. We'd rather represent individual clients rather than management."

Wilber says Advantage has about 15 corporate clients, including Congoleum, Chlorox, the NHL, Team America and World Cup soccer for promotional licensing. Because of the soccer associations, Wilber said, "We have decided not to represent any individual soccer players, so we'll be serving one master at a time."

Russell, now with Advantage, said that Phil De Picciotto, who handles her business, told her, "If they ever run tournaments, they will have outside people run it, so there will be no conflict."

Dell said, "There is no question that ProServ, and Donald Dell in particular, has served many masters in tennis for many years . . . My conflicts, of which there are some, are disclosed to the clients and to the public at large . . . As long as everyone's conflicts or potential conflicts are fully disclosed, that's the issue. People in glass houses shouldn't throw stones."

Dell said there are only four cases where ProServ has a financial interest in a tournament as a promoter, and also acts as the agent for the sale of television rights. ProServ administers the Grand Prix tour for Volvo, the sponsor. Ray Benton, president of ProServ, is tournament director for the Volvo Masters tournament, the Virginia Slims of Washington and a Volvo Grand Prix event (site undetermined). ProServ also organizes exhibitions such as the Suntory Cup and the Nike NBA tour of Europe.

ProServ television has 12 programs on national TV. It also produces the coverage for, or markets the television rights to 24 sports events. Dell is also a commentator for PBS tennis coverage, and considered one of the best. He points out that he always discloses his relationship with a player he represents when he is commenting on a match.

Dell said ProServ was created in 1975 to perform functions that the law firm could not. "As a result of the split, ProServ will become the parent rather than the child," he said, a change that reflects a greater emphasis on marketing and merchandising.

"We're going to stay very involved in tennis, which is the basis of our interest and respect around the world," Dell said. "There will be a greater major emphasis on marketing and merchandising. We are moving into football and, to a less extent, baseball. Overriding all of it, growing up parallel with it, is ProServ TV."

Denton said his understanding is that "Craighill and those people want to be lawyers and practice law. Donald is more into the business aspect and wants to be able to solicit more players and TV."

"The feeling I got was that Advantage wasn't interested in TV or running tournaments," Stockton said. "They wanted to represent clients and have a more personal relationship. I think they feel everyone had gotten away from that because ProServ had gotten so big. I think it helps both of them."

Fentress said he hopes to maintain a roster of 40 tennis players--25 male, 15 female--and 10 basketball players.

Dell concedes that the company grew too fast, going from 18 to 50 executives in a period of 2 1/2 years. It was a collective error in judgment, he said.

"Any company that doubles in size quickly has enormous growth problems and opportunities, too," said Kain. "That means tough decisions."

Such as: where best to invest time and money. "Growth can cause a lot of arguments," Kain said.

One Washington attorney familiar with the situation said, "For a long time, maybe as long as a year, they have been examining the structure, the governance, of the firm," which had become unwieldy, people say.

They were examining how to restructure firm decision making, the attorney said. "My speculation is that everyone was so frustrated at the inability to change the structure from one dominated by one person to one more institutional. It didn't come out of left field. It was an evolutionary process. When it didn't happen, revolution broke out."

Things came to a head at a partnership meeting the first week in March. The decision was made and negotiations began, lasting a week. "They were intense as they always are in situations like that," said John MacLeod, attorney for Fentress and Craighill.

Dan Grove, an attorney for Dell, Benton and Falk, said that 90 percent of the clients had contracts with the old law firm, which meant, legally, they could not be assigned to either side and were free to choose where to go. Stockton said that was the first thing he was told by ProServ when he was notified of the split.

Denton's experience was different. "What happened was they had to allocate players to both sides," he said. "Peter Lawler handled all my things. But I was allocated to the side opposite him . . . I wanted to speak to Peter. Evidently, Peter couldn't offer me a deal because of things that had gone on behind closed doors. I was in Donald's stable and that was not going to change until my contract ended . . . I decided it was in my interest to go elsewhere."

There is some feeling that initially Dell's position is stronger because of his name, and because he retained the corporate identity, ProServ. Many people believe that his visibility was a factor in the split. It was always known as Dell's firm, and that, sources say, caused chafing among the other partners, who saw things differently. "It was like Diana Ross and the Supremes," said one Washington attorney. "Who's the star?"

"Donald got bigger and bigger," said Mark Stulberger, a producer at USA network. "He got too big for that firm."

In the meantime, some things go on as they had before. "One time I was talking to Sara on the phone and Donald got on and said, 'Hey, did you hear what happened? It's really sad,' " Austin said. "Then he just started talking about other things."