DOWN...AND OUT CITING HIS CRUSHING DEBTS, ART MODELL IS TAKING HIS BROWNS TO BALTIMORE

Instead of the customary shower of dog biscuits, jagged chunks
of ice rained onto the Cleveland Stadium turf late Sunday
afternoon from the Dawg Pound, the end zone section that for
years has been the province of the Cleveland Browns' most rabid
fans. The Pound's "tough love" had turned mean-spirited as
missiles that could tear a hole in a person's scalp landed near
security guards and Cleveland police positioned on the field.
The Dawgs were upset not only that the Houston Oilers were in
the process of crushing the Browns 37-10 but also because they
had learned a day earlier that owner Art Modell had entered into
an agreement to move his team, a Cleveland institution for 50
years, to Baltimore.

ROT IN HELL MODELL read one of the many hate-filled end zone
signs. As the clock wound down, someone lobbed a firecracker
into the end zone. Then the old stadium resounded with impromptu
chants--mean, threatening, crotch-grabbing imprecations directed
at the 70-year-old owner. Except that he was not there to hear
them; anticipating anger that might turn to violence, Modell had
stayed away from his regular seat for the first time in the 34
years that he has owned the team.

In the middle of the end zone mob stood John Thompson, a
34-year-old computer-parts salesman, who, as the unofficial
leader of the Pound, always wore an oversized, floppy dog mask.
On Sunday he wore no mask, only a long face. "You wouldn't wear
a dog mask to your brother's funeral, would you?" he said sadly.

After the game the unrest continued. At the 64-year-old stadium,
fans can stand in the concourse just outside a door that opens
to a hallway leading to the Browns' locker room. If that door
and the locker room door are both open, the players and coaches
can hear the crowd milling on the concourse. Fifteen minutes
after the Oiler rout, about 50 angry fans gathered there,
screaming epithets whenever the doors were open. "Give us
Modell!" one of them shouted. "Bring us Modell!"

Having spent the upsetting afternoon watching from the Cleveland
sideline, former Brown great Jim Brown, now an adviser to the
team, likened the surrealistic day to another horrible November
afternoon, in 1963. "It's like the game we had to play after
Kennedy got killed," he said.

With little warning a disturbing era has begun in the NFL. Call
it the Franchise Free-Agency Era. On Monday, Modell and Maryland
officials, including Governor Parris Glendening and Baltimore
mayor Kurt Schmoke, formally announced at a press conference in
the parking lot at Camden Yards that the storied Brown franchise
would move to Baltimore after this season. And late this week
Oiler owner Bud Adams is expected to sign an agreement in
principle to begin play in Nashville by 1998, if Tennessee
officials can meet certain financial goals by March 1996.

In the meantime Cleveland city officials were desperately trying
to keep the Browns from relocating. A Cleveland delegation
headed by Mayor Michael White flew to New York City on Sunday
and met with NFL commissioner Paul Tagliabue, claiming that
Modell had turned his back on loyal Cleveland fans to sign a
secret agreement with Baltimore on Oct. 27. On Monday, White
sought a restraining order barring the Browns from moving. While
the league may sympathize with Cleveland's fans, it is
virtually powerless to stop Modell or any other owner from
moving his team. Even though an NFL rule states that 23 of the
30 team owners must approve a franchise shift before it can take
place, a 1982 court decision that confirmed the Raiders' right
to move from Oakland to Los Angeles established that the league
has no legal authority to enforce the rule.

Since the completion of the NFL-AFL merger in 1970 four
franchises have moved (the Oakland Raiders have done so twice).
At the time those moves were announced, none of the teams
involved had drawn as well as the Browns have since they began
play in the old All-America Football Conference in 1946. After
joining the NFL in 1950, Cleveland immediately became the
league's dominant team for the next 15 years, appearing in nine
title games and eventually putting 13 players into the Pro
Football Hall of Fame. Even though at week's end the Browns were
38-51 in the 1990s, their average attendance since 1990 (70,407)
is fourth in the league.

Consequently the Browns' move is far more disconcerting than the
departure of the Cardinals from St. Louis to Phoenix in 1988 or
even the Colts' deserting Baltimore for Indianapolis four years
earlier. It is stunning because Modell, a Brooklyn high school
dropout, has always been the ultimate team player among NFL
owners. As the league's chief TV negotiator for three decades,
he closed deals with the networks totaling $8.4 billion. Modell
could always be counted on to do whatever was necessary to
benefit the entire league, including giving up old rivalries and
shifting to the AFC to help strengthen that conference in 1970.
He believed what was good for the league was good for his
beloved Browns, who haven't won an NFL title since 1964. "I'd
give up 10 years off my life to get to a Super Bowl," he told SI
last year.

Modell, who owns 51% of the Browns, is one of a handful of
remaining owners whose primary source of income is their team,
which is, oddly, one of the reasons he was compelled to move the
Browns. "I don't own oil wells or shopping malls like some
owners," Modell has said. "Football is my only business."

In 1974 Modell had to borrow $10 million to build luxury boxes
and a modern scoreboard in his cavernous stadium. That was in
the days of 20% interest rates, and the loan, says Modell, sent
the Browns into a downward financial spiral. Over the years the
team has continually borrowed money to pay off loans or to meet
its payroll as player salaries have escalated--even though the
club has been grossing $60 million a year.

In March the Browns agreed to a $17 million deal with free-agent
wideout Andre Rison, but before they could sign him, Modell had
to personally guarantee a $5 million loan to pay Rison's signing
bonus. For the stadium alone, sources say, Modell has had to
come up with $65 million for assorted expenses and
refurbishments over the last 21 years. The Browns have paid the
city of Cleveland an average rent of nearly $450,000 a year for
the stadium, and the team receives no revenue from parking and
other concessions. Most NFL teams get a fat cut of those
revenues. Modell was convinced that he could never earn the
revenue in Cleveland that he needs to compete with wealthy teams
like the Dallas Cowboys and the Miami Dolphins.

Still, Modell is the majority owner of a franchise valued at
approximately $160 million, and his net worth is reportedly $75
million--certainly more than that of your average Dawg Pound
denizen, even if it is less than that of some of his fellow
owners.

As of Monday, Tagliabue had not discussed the Browns' move with
Modell, who had been one of the commissioner's most trusted
allies. Part of the agreement that Modell signed with the
Maryland Stadium Authority states that he will join in a lawsuit
against the city of Cleveland or the league if either one seeks
to halt the move. The NFL's suing Art Modell would be like Ward
Cleaver's suing the Beaver.

Yet Modell and Adams are not the only restless owners. As many
as eight of the NFL's 30 teams are plotting moves to new cities
or new stadiums. To understand why, it is necessary to
understand recent NFL economics, particularly the impact Dallas
owner Jerry Jones has had on the way every pro football team
does business.

When the NFL and the players' union agreed to a six-year salary
cap beginning in 1993, the league thought it had found the
perfect solution to skyrocketing labor costs. Each team would
spend about 63% of the teams' average gross revenue each year on
the players. But while the average gross revenue in 1994 was
about $62 million (meaning each team could spend, including
benefits and pensions, about $39 million for players), there was
a glaring inequity: The Cowboys, who grossed the most ($101
million) that year, and the Cincinnati Bengals, who grossed the
least ($53 million), could spend the same amount on players.
Then Jones (who on Monday sued the NFL for $750 million,
claiming that it is illegally restraining his right to freely
market his team) took his windfall--plus even more money from
private sponsorship deals that he signed this year--and spent
$40.5 million on signing bonuses for players in 1995. Because
the '93 bargaining agreement allows teams to prorate signing
bonuses equally over the life of contracts, only $14.6 million
of that huge signing-bonus pool counts against the Dallas salary
cap in '95. At week's end Dallas was 8-1 and is favored to win
its third Super Bowl in four years.

"What has happened," says Pittsburgh Steeler owner Dan Rooney,
"is that Jones has taken NFL revenue to a new level. He's on a
different plane with what he can do with players, because he has
all the cash to give big signing bonuses. So now you have this
frenzy of teams looking for better deals, because they're afraid
they're going to get left at the post."

Says San Francisco 49er president Carmen Policy, "Art just
couldn't keep up with the Joneses."

Few in the league can, which is why so many teams are looking to
pack up for new territory. "Stadium deals have become important
because economics in the NFL have changed," says Chicago Bear
vice president Ted Phillips. "It used to be that what was
important was market size. Now the determining factor between
the haves and the have-nots isn't market size, it's stadium
economics. That's why there are no teams in Los Angeles, and
that's why this is happening with the Browns."

These are the franchises actively seeking better deals:

Houston. The Nashville Somethings--they won't be called the
Oilers--have one very large hurdle to overcome before they can
become Tennessee's first major professional football team. Even
after state officials sign a relocation contract with Adams this
week for the team to begin play at a new 65,000-seat open-air
stadium in 1998, the true test will come in January. That's when
Nashville's fans will be given about a month to buy 44,700
personal seat licenses priced between $500 and $5,000 per seat.
If enough licenses, which merely guarantee the right to buy a
season ticket, are sold, Nashville will have a team. Houston
will lose the Oilers because the city refuses to build a new
stadium--and that also means trouble for Houston as a future NFL
expansion or relocation site. "If the people of Houston believe
expansion is an option should the Oilers leave, I think they're
barking up the wrong tree," says Tagliabue.

Tampa Bay. The Buccaneers are negotiating a move to Orlando, 95
miles to the east, because of the failure last month of owner
Malcolm Glazer's seat-deposit campaign. The plan began with
great promise on Oct. 17, when the five Tampa--St. Petersburg TV
stations simultaneously broadcast a 30-minute infomercial that
said, in effect, that the Bucs would leave town if they didn't
get a new stadium. The campaign asked fans to pay between $190
and $2,450 per seat to acquire rights to at least 50,000 seats
in a new stadium. But in the first two weeks of the four-week
program, less than 25,000 tickets were sold, and Glazer's son
Bryan, the team's executive vice president, said that his family
was "devastated." The Bucs would play in Orlando's 70,349-seat
Citrus Bowl until a new stadium is built.

Arizona. Cardinal owner Bill Bidwill spent last week trying to
drum up support in Phoenix for a $200 million multipurpose
stadium, which he says he was promised when he moved his team
there. But he also held secret talks with Baltimore before the
Modell deal was signed, and Arizona observers believe that he
will pack up his team once again, moving perhaps to Los Angeles
or even Cleveland if he doesn't get a commitment for a new
stadium soon.

Cincinnati. The Bengals will stay put if local voters approve a
1% increase in the Hamilton County sales tax next March. Those
proceeds would help fund new baseball and football stadiums. If
the vote fails, Bengal president and general manager Mike Brown
says he will consider moving the team to another city.

Chicago and Detroit. The Bears are contemplating a move to the
suburbs, the Lions a move in the opposite direction. The Lions
have a bad lease at the Silverdome in suburban Pontiac, and
unless they can rewrite it and get relief, they may move back
into the city they abandoned in 1975. On the other hand, the
Bears have a $156 million offer from the city of Chicago to
refurbish Soldier Field, but CEO Mike McCaskey is leaning toward
a move to suburban Indiana, 22 miles southeast of Chicago.

What's more, the Seattle Seahawks have said they will leave
Seattle if they do not get a new stadium, and Washington Redskin
owner Jack Kent Cooke is still trying to build a new stadium in
the northern Virginia suburbs. "Some owner ought to get in the
moving-van business," says Pro Football Hall of Fame vice
president Don Smith.

On Monday, Cleveland mayor White was vowing to fight to keep the
Browns. "They never even read our final package," said White,
who had planned to give the Browns the city's final offer after
Tuesday's vote to extend a cigarette and liquor tax in Cuyahoga
County that would have helped to defray the cost of repairs to
Cleveland Stadium. "Like a thief in the night, our NFL franchise
has been snatched from the community."

"Thief in the night!" Modell said to SI on Monday afternoon.
"I'd better count to 10 before I respond to that. I've given my
life--my blood, my sweat, my tears--to the Cleveland Browns and to
Cleveland. They were too late! I've been waiting for their final
package for six years."

While he waited, Modell saw the city help finance a new baseball
stadium for the Indians, a basketball arena for the NBA's
Cavaliers and the Rock and Roll Hall of Fame. And Modell saw
what the waiting was doing to his chances for survival in
Cleveland. The Cavaliers, for instance, have 92 luxury boxes at
Gund Arena, for which tenants had to sign leases of up to 10
years at as much as $150,000 a year. All 120 private boxes at
Jacobs Field were also sold. That helped to convince Modell that
the business community in Cleveland was tapped out, contributing
to the Browns' failure to lease 24 of their 108 luxury boxes
this season.

"One law firm canceled its $50,000 loge this year," Modell
lamented on Monday, "then I read where they donated $50,000 to
the Rock and Roll Hall of Fame." Even if the city committed to a
$175 million refurbishment of Cleveland Stadium, Modell
believed, it wouldn't be enough to make the kind of money he
feels he needs to compete in today's NFL.

Brown vice president Jim Bailey is moving to Baltimore
immediately to begin preparing for the team's 1996 season, and
Modell, unwilling to risk the wrath of the fans in Cleveland,
will move to his home in Florida. Under Modell's 30-year
agreement with the Maryland Stadium Authority, the Browns will
play in old Memorial Stadium in 1996 and '97 and then move to a
70,000-seat open-air football stadium next to Oriole Park. The
Browns will pay stadium operating expenses (about $3 million a
year), but they will have use of the stadium rent-free and will
keep all ticket, concession, parking and stadium advertising
revenue. There will be 108 luxury boxes and 7,500 club seats.
The Browns will be paid up to $75 million for their moving
expenses, including any NFL relocation fee that the owners may
require. Another $15 million for a new training complex will
come from the sale of personal seat licenses.

In all, the Browns should be able to increase their revenue by
about $30 million a year with the move, which in the end made
Modell's decision a simple one. It was the right thing to do,
the owner told his wife, Pat, on Sunday night, "for the future
of the children and the future of the grandchildren." And Modell
has no doubt that his fellow owners will see it the same way.
"When I lay out my losses and my lack of support from the city,"
he said after the press conference, "they'll see I have a far
greater justification for moving than any team that's tried to
move in the NFL. They'd be insane to vote against me."

FOUR COLOR PHOTOS: PHOTOGRAPHS BY DAVID LIAM KYLE Having been deserted by Modell, Brown fans responded in kind on Sunday, fleeing the final minutes of Cleveland's loss to the Oilers. [Angry fans holding signs; fans leaving stadium]TWO COLOR PHOTOS: PHOTOGRAPHS BY DAVID LIAM KYLE Fans' emotional appeals went unanswered at the stadium, where Modell's seat remained empty. [Art Modell's empty stadium seat; angry fans with sign]FOUR COLOR PHOTOS: PHOTOGRAPHS BY DAVID LIAM KYLE Impromptu banners revealed not only the fans' anger but also their contempt for Modell's motives. [Series of photos showing angry fans with signs]

COLOR PHOTO: PHOTOGRAPHS BY DAVID LIAM KYLE [Angry fans holding banner]

COLOR PHOTO: JOE GIZA/REUTER A day after Clevelanders had their say, Modell (left) and Schmoke had theirs at a joyful press conference. [Art Modell and Kurt Schmoke]