East Side and dates 30-year-old actress Kylie Travis. Last year he developed

New Roc City, a $180 million entertainment complex in New Rochelle, N.Y., with

apartments next to the IMAX theater and a skating rink that is supposed to

resemble Central Park. But he leaves developing in Manhattan to the "big boys"

like his buddy, Donald Trump.

Mr. Cappelli has other ambitions. He is searching for El

Dorado in the Catskills, where Danny Kaye and Milton Berle once ruled. Louis

Cappelli has bought the Concord.

And Louis Cappelli has bought Grossinger's.

He has become a kind of guardian of history, successfully

bidding in bankruptcy court last year for the two resorts-for which the

designation "legendary" may be an understatement-for a bargain $16.5 million.

There were five other bidders for the Concord. "We were prepared to go to $25

million for the property," said Mr. Cappelli. "When we wound up getting it for

$10 million, we couldn't believe it. We think it's worth $70 million."

Mr. Cappelli, a third-generation Italian-American, went to

the Concord only once, when he was 17, to play golf with Notre Dame college

buddies. But he's ready to bring its glory back for the new-millennium

vacationer who can't be bothered to even drive from a hotel to a restaurant for

dinner. He has big plans to lure Manhattanites, even Hamptons visitors sick of

the L.I.E., back to the Catskills in two years, when the first phase of the

Concord's $500 million face lift is completed.

"The Concord," said Mr. Cappelli, "is my swan song."

And he wants to channel the old Concord's glory days. He

said he wants to stage a production of Cats

in the Concord's 3,000-seat Imperial Theater, which he plans to restore to its

condition in the 1950's, when Joey Adams, Jackie Mason and Alan King worked

there and it was the largest of the 400 hotels in the Catskills. Mr. King spent

his honeymoon at the Concord 53 years ago and said the place was his "favorite

resort," and that he performed there "a million times."

"It needs a fresh look, someone who has vision," said Mr.

King. "When I think about the old days, I have very fond and pleasant memories.

I wish him good luck, but I can't get emotional about it."

But Cats ? Mr.

Cappelli's idea was to draw a younger crowd, but also to summon the exact

spirit that fueled the Concord during the period from its opening in 1937 until

it closed two years ago, by which time ghosts clogged the air: the place where

Mr. Berle, Freddie Roman and Tony Bennett worked the rooms, where Buddy Hackett

met his wife, where Jayne Mansfield lounged by the pool in a bikini and a white

mink coat.

The grandeur of the Catskills-the Sour Cream Sierras, the Hava

Nagila Heights, the Land of Milk and Funny-started to fade in the 1960's, when

vacationers discovered Florida and air-conditioned rooms. By the time Mr.

Cappelli and his partners (including George Soros) showed up intending to raze

80 percent of the old resort and build a proposed four-star French restaurant,

the Catskills resorts were history, and Jenny Grossinger's rye bread was no

longer on America's supermarket shelves.

On the other hand, the Catskills had history, and boy, did

they have golf courses! Possibly good enough to draw chief executives with

their own planes who could fly up, land at Sullivan County's airport 10 miles

from the Concord and play for the day with clients.

Mr. Cappelli parked his BMW and headed into his office in

Valhalla, N.Y. It was filled with leather couches, framed photos of golf

courses and model airplanes. He pointed out a photograph of his girlfriend, Ms.

Travis, in a red dress.

"That's my girl," he said. He met her five years ago, at a

party thrown by Mr. Trump in Atlantic City; Mr. Trump said he introduced them

after a prizefight. Every third weekend, they fly to the Bahamas and stay at

the Atlantis.

Today, though, he was getting ready to fly north. He grabbed

a handful of Halloween candy and headed to the Westchester County airport to

board his helicopter, which was waiting for him, its propellers spinning.

He sat down, his back to the pilots. "It takes an

experienced flier to go backwards," he boasted. "Hovering still makes me

nervous." He pulled out a pack of Trident gum. Over White Plains, he pointed

out some of the office buildings he developed, complete with gyms and

cafeterias. Twenty minutes later, the helicopter landed next to the Concord's

golf course tee.

"I like to keep thinking about who was here," he said,

bringing up Frank Sinatra and Tony Bennett as he walked toward the old resort's

hotel, which was gutted save for a few telling remains. Propped up against the

concierge's desk was a large photo of Juliet Prowse, the dancer who was once

engaged to Sinatra, wearing a beaded leotard.

Entering the lobby, to be designed in "Adirondack Mountain

Style," Mr. Cappelli ran his hand over an old sign which read: "No one under 21

years of age permitted."

"We should save these signs!" he said. A Zamboni, once used

to clean the ice rink, was parked under the spiral staircase, which was missing

a railing. He peered into the dark Imperial Theater, which opened on Christmas

1958 with Harry Belafonte headlining.

There's also some talk of building a casino in the Catskills.

Mr. Cappelli said he wouldn't mind if there were gambling nearby. "I figure

with all these guys trying to get a casino, one of them is going to work. I

wish them well. I hope there are three of them up there. If gambling comes,

that will be great for the county, but I don't think the gambler is our

clientele."

Mr. Trump, who has fought legalizing gambling in the

Catskills because it might hurt his casinos in Atlantic City,  agreed. "That area is booming without

gambling, not booming because of gambling," he said. "The Catskills are the new

frontier; that's where people are going. It's going to be very hot." He thinks

that, "at a certain point," even the chi-chi Hamptons crowd will trek upstate

for a weekend. "If he works his magic, he's got a really good shot at it."

Last March, Mr. Cappelli, who heads Concord Associates, a

joint venture of his real estate investment firm, Cappelli Enterprises, and

Reckson Strategic Venture Partners, unveiled his plan by arguing that the

Concord (about 90 miles from New York City, off exit 105B of Route 17) is

within a four-hour drive for 55 million people-and that's how long it takes him

to travel round-trip to his house in Sag Harbor. "He was not a regular member

of the Borscht Belt crowd," said Steven Shepsman, one of Mr. Cappelli's

partners. "He's not trying to make it what it was."

"A lot of people go to Bar Harbor, Me., and Bar Harbor is

not the Hamptons," said Mr. Cappelli. "The water's cold. I think the Concord is

an alternative to going up to Maine or Vermont."

Mr. Cappelli is building six or seven restaurants at the

resort, whose kitchen is equipped to cook for 5,000 people.

"I had dinner in that gargantuan dining room the size of

Madison Square Garden-there were 2,500 people at a seating," said gossip

columnist Cindy Adams, who often went to the Concord with her late husband,

Joey Adams, the comedian and Borscht Belt baron. "You could have any one of 10

appetizers, or 10 main dishes, 10 desserts- and if you wanted, you could have

all 10 desserts and take a bite of each. It was a fashion show of food." She

remembered that the waiters always had a thumb in the silver soup cauldron.

But Ms. Adams, who owns a house in the Hamptons, said she

wasn't so sure the Concord was the answer. She said that people who wanted to

escape the traffic would go someplace like Bedford. "After an enormous search

to become famous and well-known, they search for dark glasses," she said. "A

place to hide with only their own people," she said. "The concept of the

Borscht Belt, that's not an attractive phrase." The Riviera, the Cote d'Azure,

the Costa del Sol all had better names, she said. "The Borscht Belt is not

necessarily chic. It's like Moses wandering in the desert. It takes 40 years

for a whole new generation to grow up to want to go there if it's supposed to

be chic.

"If you import models for free the first couple of weekends,

I'm certain it could have its own niche," she said, but "I can't see a reason

why I would go up there. I don't do winter sports; I can barely walk. I hate

air, I hate trees, I hate insects-I'm not someone who goes to the country,

unless it has great racing or a festival of movies, something other than just

the resort itself. Then I would go."

Mr. Cappelli, however, said that he had done an informal

market study by asking his friends who own houses in the Hamptons if they'd

spend a weekend at the Concord, and they all liked the idea. "I think the Long

Island Expressway and the rents in the Hamptons are going to drive people to a

place where they'll probably have more fun at, which is open air, fresh air,

the mountains instead of the beach."

Mr. Cappelli owns the 1,600 acres surrounding the hotel and

golf course, but he's working on building a conference center, an Alpine

village, an equestrian center and an entertainment and retail complex. He's

planning on renovating Grossinger's after the Concord is finished. The whole

project won't be completed until around 2006.

The Oct. 10 groundbreaking was marked by fireworks, a

10-by-60-foot balloon sculpture spelling out "Concord," confetti shooting from

cannons and real snow flurries. Phase 1 consists of a $150 million demolition,

then 18 months of construction that will create 525 guest rooms (starting at

$200 a night) in the original hotel's structure; two 18-hole and one nine-hole

golf courses; a golf school and tennis academy; a health club and spa; and an

85,000-square-foot convention center that includes a ballroom, a bowling alley

and basketball and volleyball courts. Phase 2 will create 800 additional hotel

rooms and 10 villas featuring 40 suites and time-share units.

Sources said that Mr. Cappelli and his partners were close

to announcing that Starwood Hotels & Resorts Worldwide Inc., which operates

the chic W hotel chain, would manage the resort.

Mr. Cappelli may not get Manhattanites out of their

full-service apartments or break the Hamptons habit, but he should have no

problem filling hotel rooms for a Club Med in the mountains. But the task of

rekindling the Concord's legend may take more than Cats .

Mr. Cappelli said he'd like to have Mariah Carey perform,

and suggested that perhaps  publicist

Lizzie Grubman, the daughter of entertainment lawyer Allen Grubman, could

organize a movie premiere. "The Concord is part of my childhood," said Ms.

Grubman, for whom Mr. Cappelli said he would send a helicopter whenever she

wanted to visit the place. "I think it'd be a big hoot to do a party there."

In fact, said Mr. Cappelli, last summer Ms. Grubman's father

told him that "the Imperial Theater is where all the famous stars were. Maybe

we should get those stars back."

According to Mr. Cappelli, Mr. Grubman had come up to him at

a party in the Hamptons and said: "You're the one. You're the Italian guy that

bought the Concord."

Mr. Cappelli continued: "He said, 'You know, my great-grandfather

went there, my father went there, everybody went there. He said, 'You know how

meaningful it is for you to own the Concord?' I said, 'Well, how?' He goes,

'Can you imagine if a Jew owned the Vatican?'"