AGELESS WONDER AT 38, SAWED-OFF SAM MILLS IS STILL A ONE-MAN GANG AT LINEBACKER FOR THE PANTHERS

Marcus Mills could no longer contain his disgust. Michael Jordan
was fighting the flu and lighting up the Utah Jazz in Game 5 of
the NBA Finals, yet there was Marcus's old man sawing logs on
the sofa. Finally the 14-year-old roused his father. "Dad,
Jordan is putting on this incredible performance, and you're
sleeping through it," he said. "You're pitiful."

It's tough to say where Sam Mills of the Carolina Panthers gets
more grief: at home or at work. Teammates of the 5'9",
228-pound, 38-year-old inside linebacker call him Field Mouse
and Gramps, among other things. They ask him what it was like to
play in a leather helmet, to tackle Jim Brown. A couple of years
back somebody put a step stool in front of a small urinal in the
locker room and hung a sign over it: FOR SAM MILLS ONLY.

He is follically challenged, vertically challenged, and
unchallenged as the leader of his team. "The guys get on me for
being old and short," says Mills, who has 1,202 tackles in 11
NFL seasons. "They're forgetting that I don't see very well,
either."

Mills indulged in this bit of self-deprecation one morning in
June while driving from his off-season house in Manalapan, N.J.,
to Wilkes-Barre, Pa., to play in Panthers guard Greg Skrepenak's
charity golf tournament. Golf isn't a priority for Mills, who
spent much of his round searching for his errant drives in
fairways adjacent to the hole on which he had teed off. He
prefers to spend his downtime with his wife, Melanie, and their
children, Sam III (known as Little Sam), 19; Larissa, 14; and
Marcus.

Mills is a good father and, at work, a good father figure. He
calls Carolina's defensive signals and is an on-field proxy for
Panthers coach Dom Capers, who is the emotional equivalent of
the Bonneville Salt Flats. Capers speaks admiringly of the
"calming influence" the veteran Mills has on his teammates. The
players, likewise, value Mills's maturity: as an endless source
of jokes. After a minicamp practice in June, Capers
congratulated his team, which for the past 20 games has been
penalized fewer yards than its opponents. "The previous record,"
intoned the coach, "was 16 games, held by the Chicago Cardinals
from 1943 to 1945." A voice behind Mills--he suspects free
safety Pat Terrell--piped up, "Hey, Sam played on that team."

Everyone cracked up, including Mills, who, it seems, is part
mentor, part mascot. Some teams are galvanized by common dislike
of a coach; the Panthers draw unity in taking shots at their
short, bald, myopic elder statesman, who, conveniently, does not
mind the abuse. Underlying the ribbing, he knows, is absolute
respect.

Don't squander sympathy on him. Mills can take care of himself.
If he calls a teammate and the player's wife picks up, he has
been known to impersonate a woman, cheerfully explaining how
"she" met so-and-so on a recent road trip. In New Orleans, Mills
used to chew out players over the phone while imitating then
Saints coach Jim Mora.

Mills played nine years for the Saints, the last in 1994, when
he made a career-high 155 tackles. The front office expressed
its gratitude by suggesting he could look elsewhere for work. A
free agent, Mills did just that.

There to assuage his wounded feelings were the Panthers, who
were preparing for their first season. Capers had coached Mills
when they were with the Philadelphia (then Baltimore) Stars of
the USFL and later in New Orleans. Capers knew what he was
getting: a workaholic coachlike figure on the field and a
locker-room sage who could help bring a disparate group of men
together quickly. What he did not expect to get was the
sawed-off destroyer who could still dominate a game.

In two seasons with Carolina, Mills made 268 tackles and dozens
of big plays. While his specialty is throwing running backs for
losses in short-yardage situations, Mills also forced six
fumbles and made two of the biggest interceptions in the club's
brief history. In the sixth game of the 1995 season he
intercepted a shovel pass and returned it 36 yards for a
touchdown against the New York Jets, starting the Panthers on
the way to their first victory. Last season he put a fork in the
Dallas Cowboys, picking off Troy Aikman late in an NFC
divisional playoff game. Mills also had 11 tackles.

"There are times when he's like a one-man gang out there," says
Panthers outside linebacker Lamar Lathon, whose affection for
Mills transcends what the little man does on the field. After
the '95 season Lathon needed surgery on both ankles as well as
his left shoulder. When he came out of anesthesia, there were
Sam and Melanie Mills, making sure he was O.K.

Mills has been successful because he is well grounded, says
former Saints strong safety Antonio Gibson--"The guy stands
five-nine and wears a 13 shoe. No wonder you can't knock him
over"--and because he is well grounded: "Sam's got no ego and
he's kept his success in perspective."

Before he finally stuck with the Stars in 1983, Mills had been
cut by two other pro teams. He also worked as a carpenter, doing
odd jobs at a paper mill, and as a security guard and a teacher.
"I can find something to talk about with most anyone," says
Mills. "If a guy is coming in as a free agent, I understand. If
he's undersized or played in the World League or comes from a
small school, I can relate."

He also knows what it's like to play in the Pro Bowl, having
appeared in five of them. Last year he became the oldest
nonkicker ever to be voted a starter in that game. Earlier he
was named the NFL's player of the month for November.

How can it be that a man who is older than some NFL coaches is
playing the best football of his career? Not surprisingly, Mills
is a conditioning fiend. Earlier this summer, at a football
field near his house, Mills was working out with Little Sam, who
will be a freshman defensive back at Montclair (N.J.) State,
Sam's alma mater, this fall. A friend of Little Sam's tagged
along. That day's workout was, by Sam's standards, "not that
tough." So halfway through a set of wind sprints, he was
surprised to see his son's friend on the sideline, throwing up.

Mills watches more film than Siskel and Ebert combined. Every
Tuesday during the season--typically an NFL player's lone day
off--he drives to the Panthers' offices and holes up with a
stack of tapes. Upon returning from the Pro Bowl last February,
Mills decided he needed to improve his "explosion" off the snap.
His off-season regimen was tweaked accordingly.

Other than seven games that he sat out with a staph infection in
his right knee in '93, Mills hasn't missed a game since coming
to the NFL, and he has started 157 of the 165 games in which he
has appeared. The compact Mills can hide behind his linemen,
making it tough for blockers to get a clean shot at him. When he
does take on a lineman, Mills likes to bring his helmet under
the opponent's chin, "kind of like a punch," he says,
cheerfully. "You stun 'em, and before they can regroup, you're
gone."

Wherever he has landed, he has been initially underestimated.
Gibson remembers Mills's early practices with the Saints. "His
pants were too long, his jersey had a way of coming untucked,"
he says. "You just looked at him and thought, What is this guy
doing out here?"

"Then he started running around, hitting guards in the teeth,"
recalls Capers. "It took about three practices for Sam to earn
everyone's respect."

So where did Mills develop his toughness and technique? The
credit goes to the late Frank Glazier, longtime coach at Long
Branch (N.J.) High, for whom Mills played his first game, as a
junior, in 1975. When Mills, known at Long Branch for his high
pain threshold, finally collapsed after one drill, it was
Glazier who crowed, "We got him!" When Mills confided during his
senior season, "Coach, I don't think I'm going to college,"
Glazier replied, "Son, yes, you are."

Despite amassing 501 tackles in four seasons at Montclair State,
Mills received only one tryout offer from an NFL team, the
Cleveland Browns. Shortly before his departure for Cleveland,
Mills recalls Glazier saying, "Sam, there are going to be days
when guys will be griping about the heat and having two
practices a day. When people are miserable and complaining,
that's your time to shine."

So it has been. "To this day," says Mills, "that's how I gear
myself up in camp. When the other guys are hurting, that's my
time."

Despite being the Browns' leading tackler through most of the
'81 preseason, Mills was released by the club. The Cleveland
linebackers coach at the time, Dave Adolph, once pulled him out
of a tackling drill and said admiringly, "Whoever taught you to
do that should have my job!" In the end the Browns let Mills go
because they were scared of two numbers: five (feet) and nine
(inches).

He got another shot at the pros a year later, with the Toronto
Argonauts of the Canadian Football League. Heading into
Toronto's final preseason game, Mills was leading his team in
tackles again. But a few hours before the game he was called
into the office of coach Bob O'Billovich, who cut Mills and then
asked if he wouldn't mind sticking around to chart plays at that
night's game. "I remember during the first quarter," says Mills,
"I was standing there with a clipboard, tears rolling down my
face." He had this to fall back on: a job teaching woodworking
and photography at East Orange (N.J.) High.

His status as a truncated, twice-cut product of a Division III
school didn't faze the USFL Stars, who paid Mills $25,000 in
'83, the club's first season. To supplement that income, he
worked in the paper mill and as a carpenter. He would show up
for strength coach Vic Fangio's off-season weight workouts late
and grimy, wearing work boots and a smile. "Believe me," says
Mills, "I was happy to be there."

In three seasons with the Stars, who were coached by Mora, Mills
led the team in tackles, and the Stars played in the USFL
championship game three times. That success caught the eye of
the Saints, who hired Mora, who in turn brought four of his USFL
players, including Mills, to New Orleans.

"In 37 years of coaching," says Mora, who quit the Saints job in
the middle of last season, "Sam is my favorite player ever."
When the shortest, oldest guy on the field is the hardest
working, everyone else is shamed into following suit. "Sam has
had football taken away from him," says Capers. "I've never
known a player who appreciates the game the way he does."

In March the Panthers showed that appreciation was valued by
signing Mills to a two-year contract worth about $4 million.
Such is his thriftiness, however, that one might guess Mills was
still living on a teacher's salary. Upon learning that a member
of his foursome at Skrepenak's tournament had made a series of
side bets and that he stood to lose up to $30, Mills moaned,
"You're spending my kids' tuition!" Thereafter, he took a keener
interest in the play of his teammates, confiding after one grim
hole, "We may have to take their beer away."

Six years ago he and Melanie built an 8,800-square-foot house in
Manalapan. Sam loved everything about the place but this: When
it snowed, the plow man wanted $60 to clear his 240-foot
driveway. This struck Mills as exorbitant, and he took to
haggling. "I asked if I could pay half price if he just cleared
half the driveway," says Mills. No deal. So whenever there was
word of an impending snowstorm, Mills took to checking out the
forecast before hiring the plow man. "I wasn't going to give
someone $60 if it was about to rain and the snow was just going
to get rinsed away," says Mills.

He does splurge on vacations. He is smitten with Walt Disney
World and often takes the family twice a year. While shooting
hoops with his sons in the gym at the Disney Institute two
summers ago, the trio ended up in a pickup game with Shaquille
O'Neal, who--to the delight of the kids--brusquely rejected
several of Dad's shots.

"They still remind me of that," says Mills, whose offspring,
like his teammates, are not shy about reminding him of his
shortcomings. They scoff at his attempts to do the Macarena and
find exasperating his absentminded habit of renting videos the
family has seen several times. They have no patience for his
custom, at restaurants, of interrogating his server--"Does this
come with fries? Can I get a baked potato instead? How big is
the portion?"--and shout at him, "Dad, just order."

It is probably for the best that none of them attended the
Gregory A. Skrepenak Golf Classic, where their father's violent,
rushed hacks at the ball had the effect of corkscrewing him into
the earth. He wasn't much better on the greens. Having held
their tongues for nine holes, his playing partners began to feel
emboldened. "If I didn't think you'd throw me in that pond," one
of them said after Mills left a 30-foot putt roughly 15 feet
short, "I'd ask you if your name was Samantha."

Instead of throwing the fellow in the pond, Mills smiled
serenely. Training camp was six weeks away. That would be his
time to shine.

COLOR PHOTO: GREG FOSTER Foes have seen plenty of Mills, who has missed just seven games in 11 NFL seasons. [Sam Mills]

COLOR PHOTO: DAMIAN STROHMEYER The leader of the Panthers' defense, Mills has shown a knack for making the big play. [Sam Mills in game]

COLOR PHOTO: GREG FOSTER Mills, who celebrated his birthday in June, found he could have his cake and eat it too, in Carolina. [Sam Mills with birthday cake]