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To date, this self-described "poor boy" from Dallas has produced 68 prime-time series, including "Dynasty," "Beverly Hills 90210," "7th Heaven" and "Melrose Place," which will end its successful run later this month. He also has done 138 TV movies and several theatrical releases, such as "Mr. More." "Night Mother" and "Soapdish."

After a tour in the Army during World War II, Spelling graduated from Southern Methodist University in Dallas, where he wrote and directed college plays. After graduation, he continued to stage plays in the Dallas area before moving to Los Angeles in 1953 to work as an actor, appearing in 50 TV shows. His first writing job was creating lead-in spots for "Dick Powell's' Zane Grey Theater." It was Powell, the actor and producer, who gave Spelling his first major break.

Spelling's company, Spelling Entertainment Group Inc., is controlled by Viacom, which owns 80 percent of the firm. Spelling, owns the remaining 20 percent, but has agreed to a Viacom buyout. But the 76-year-old producer says he has no plans to retire. He lives with his wife. Candy, in a vast Holmby Hills estate that rivals a chateau on the Loire. Because of its scale, it has been the target of media criticism as a sign of Hollywood excess.

Question: What's been the key to your success?

Answer: Knowing the audience. I relate to the audience. People always ask me questions when I meet them, but I ask them, "What do you like to see?" I go out and talk to the tour buses that stop in front of my house. I think knowing the audience is the key, and not just making shows networks want.

Q: When the average man and working woman come home at night, what do you think they want to see?

A: I have a plaque that says, "We don't make TV for the Bel-Air circuit." People want to escape, and escapism doesn't have to be comedy. It can be romantic escape. It can be a soap opera escape. I was stunned that "Charmed" (a Spelling production) is playing up to women who are 49. I thought only young people would gravitate toward it because of the cast.

Q: How poor were you as a kid growing up in Dallas?

A: I once used this line in "Mod Squad": "He was born in a house with one bathroom and wall-to-wall people." There was my mother, my dad, my sister Becky, my brother Max, my brother Sam, my brother Dan, and I was the baby. Seven of us and we had a boarder. Was it bad? I took my kids back to see the house, and would you believe, the street is still not paved.

Q: Back then there was a lot of anti-Semitism. How did this affect you?

A: I went to a school that was a block and a half from a cotton mill, and there was a group of kids we called the Cotton Mill Gang before the word "gang" came into use. I used to get my ass kicked every day going to school and coming home. My mother had to take me to school and pick me up. And then they would throw rocks at her. I had a nervous breakdown. I couldn't move. I couldn't walk. I didn't want to go there anymore. I couldn't stand the abuse.

Q: How much of that was because you were Jewish?

A: Ninety percent of it. Had we been rich and Jewish, I would say it was that. But my father was a tailor at Sears & Roebuck. We were hardly rich.

Q: What got you out of it?

A: I got a break. There was a Catholic teacher at the school who took an interest in me because I used to tell stories in class. She came to my house to visit me and said, "If you'll do three book reports, you'll pass the class." I did 32. I found a new outlet - Mark Twain, O. Henry - where I learned about twist endings. I think it was my greatest learning period.

Q: How did you get interested in show business?

A: My mother got me acquainted with motion pictures. We would walk into town and see a movie on Saturday, and the reason we would walk into town was, we couldn't afford to go any other way. She would say to me, "Walk near the curb, sometimes people drop money." Every time I would walk near the curb, I would find a nickel or a dime. Finally when I left to come out here, she said, "I don't have to drop any money on the curb anymore." When I decided to come out here, they gave me their life savings, $200.

Q: How has the business changed from the early days?

A: I think it's a word called demographics. We didn't know the word demographics. It used to be just one person at a network that you would work with. Now it is a group, and they all have opinions. It is more than one man. One man can't handle it.

Q: How have the economics changed?

A: It's brutal. If it wasn't for foreign sales, I don't know how anybody could do a one-hour show. Prices (of production) have gone up from $600,000 to where we might spend $1.6 million. There has to be a regrouping here. In the old days, if a show was budgeted at $800,000, you could shoot it here and not worry. about it. Those days are over. It's a bitch.

Q: What is it like for you to walk into a pitch meeting and face someone who wasn't born when you sold your first show?

A: I don't do that now. I call the head of a network and say, "We have this idea." I called Dean Valentine at UPN and told him a concept, a forbidden island. Let's do it.

Q: The erosion of network audiences continues. What have the networks done wrong?

A: I don't think they did anything wrong. I don't think any of us expected the rise of cable. When cable first came out. it was "Who cares?" But now, the costs have risen so much. I love actors, but the price has risen way out of proportion.

Q: Is there anything program-wise you would to do staunch the flow to cable?

A: More family shows. They are cheaper than doing action and it is easy to shoot in seven days. I think we are going to see the networks looking to these shows. It attracts sponsors, especially after what happened in Colorado.

Q: What show are you proudest of?

A: I would have to list more than one. "Family." "7th Heaven," "Beverly Hills 90210." We showed integrity in that show. They all graduated high school, went to college. 1 am very proud of "Love Boat." That show built the cruise industry. Think about that!

Q: You have been successful in TV but not so much in theatrical films. Why?

A: I don't like making movies. But some of the things we did fared well. My favorite was "Mr. More." We made it for $6 million and it grossed $64 million. We sold it to cable for $10 million and then sold it to network television and we sold it overseas. It was a huge baby back then. That $64 million would be $140 million now. I loved "Soapdish." It would make a great series. We did well with "Breakdown" and "In and Out." But movies are tough. I lost my passion for them. It takes two to two and a half years before it is on the screen. I like TV you do it and it's on. And once a show is on the air, they leave us alone.

Q: Your company is being bought out by Viacom. What are you going to do, play golf?.

A: No. We are staying right in this building. (Viacom Chairman) Sumner Redstone and I have gotten to be good friends. We go out to dinner a lot. He loves food, I hate food - we get along great. Viacom owns Paramount TV, Viacom TV and Spelling TV. With all that, you can combine some of those things. It doesn't make sense to operate separately. If they have writers under contract and have nothing for them to do, why can't we use them?

Q: Will there be any changes in your company?

A: I have been told nothing is going to change. You don't need Viacom accounting departments or legal, or Paramount accounting and legal. You can combine and maybe bring some costs down on shows, too.

Q: There was a period in the '80s when you used to sit in the back of a stretch limo at a desk with a typewriter and work on scripts. Do you still tinker that way?

A: How did you know that? My portable Royal. I don't. I have a new thing now. (Writers) come in and pitch (story ideas) on series on the air, like four episodes of "90210," four of "Charmed," etc., and then we discuss the stories. What do you think about this or that? Then we get outlines before we go to script, and those outlines are broken down to acts. If the outline works, all you have to worry about is the dialogue. If I have any changes on the outline, I'll send them. I don't want to be pompous, but I'll make notes or suggest changes in the script or I'll change lines. I'll dog-ear the pages. It's what I love to do.

Q: What would make you quit show business entirely?

A: If the company were bought by somebody I could not work with, or if some multimillionaire buys this company who knows nothing about show business and he starts telling me what kind of series we should be doing, then I am out of there.

Q: What would you do then?

A: Play golf? I am a tennis player. How often can you do that? I'd miss the action. I would become senile if I did not have the chance to put some input into the creative process. What would I do? Think about what movie to see? What book to read? What restaurant to go to and be seen? No thanks.

Q: There was a period before "90210" and "Melrose Place" when you weren't chugging along, creatively. People were writing you off. What was that like?

A:One year. I didn't have a show on the air. It was the first time since I was at Four Star Productions (Dick Powell's production company). It was after "Dynasty" was cancelled. Variety had a hemline, which I keep. It said, "Spelling's 'Dynasty' Dead." That freaked me out.

Q: How did you bounce back?

A: I remember Barry Diller calling me and saying, "Did you ever think about doing a high school show?" I said, "Barry what the hell do I know about high school?" He said, "What about your two kids, you idiot." It made sense, "Beverly Hills 90210."

Q: Do you see either one of your kids stepping into your shoes as a producer?

A: No. Tori loves acting and Randy loves acting and mostly his music. He has a recording studio at the house. He has a group called Spellbound.

Q: You got a lot of heat after building your home in Holmby Hills. In retrospect, do you still think it was a good idea?

A: I didn't want this house at the time, (but) Candy is an interior decorator and she wanted a bigger house. The kids were getting to grow up a little. Marvin Davis brought over an Arabian prince who was interested in buying it, and I was ready to sell. We had just started building and Candy said, "No, no, no."

Q: You have a bowling alley?

A: You know why we have a bowling alley? I used to set pins in Dallas when I was 16 years old. My mother used to have to come get me to walk home. Some drunk would throw a ball down the alley and (the ball) would get your hand here or get you there. I told Candy about it and it was always her dream to get me a bowling alley. You know something? This house keeps our kids around. That is very important. Otherwise, they would be going out every night, doing things. They don't realize they are recognized wherever they go. They don't see the danger.

Q: One of the most influential people in your early career was Alan Ladd. You were married to Caroline Jones at the time, and he had to do a Western at Warner Bros. He hated the script and asked you to give him some notes.

A: I didn't know how to give Alan Ladd notes, so I rewrote the script. I came over on a Monday at 10 a.m. I had stayed up all day Saturday and Sunday and rewrote it. I said "Mr. Ladd, I don't know how to give notes. I am a writer." He said, "I know you are and you write for 'Zane Grey Theater.' Sit down, I'll read it." I walked to the window and looked out at the lawn. I counted every blade of grass while he was reading the script. He put it down, picked up the phone, punched in a number. "Jack Warner, please," he said, "Alan Ladd. Jack, I am going to do the movie. I got a great rewrite. My producer will be Aaron Spelling, S-P-EL-L-I-N-G." That was the first thing I had ever produced.