Good horses," Rex Ellsworth often used to say, "can be raised anywhere. Shucks, you don't need the spit and polish of those Kentucky farms with their fancy white fences and brass name-plates on the stall doors. I'll prove to those fellows that I can do just as good down at my ranch in Chino."

And, for a while, Ellsworth did. The lanky, stern-faced, wrinkled cowboy out of Arizona was a devout Mormon who neither drank nor smoked. But from the day in 1933 when he and his brother Heber rolled out of Lexington, Ky. in a broken-down truck containing the six mares and two weanlings they had purchased with their life savings—all $600 of it—Ellsworth gambled that a dynasty could be developed at his ranch in Chino, Calif. that would make the rest of the world forget Kentucky, Newmarket, Chantilly. No white fences at Chino. Wire would do fine; some of it barbed at that. No lush bluegrass either. Ellsworth used a feed mill that spat out pellets laced with molasses and kelp.

After the war he went looking for a stallion. He had his eye set on Nasrullah, but Bull Hancock beat him to it. He settled instead for a somewhat windy son of Hyperion named Khaled, and when Khaled's son Swaps won the 1955 Kentucky Derby over Nasrullah's son Nashua, Ellsworth and his partner, trainer and buddy, Mish Tenney, were sitting on top of the world. That was one of racing's best-publicized summers. A posed picture that appeared in LIFE of Tenney sleeping in Swaps' stall gained the cowboy duo millions of admirers, and it didn't hurt a bit that the beaten Derby favorite Nashua was owned by the wealthy New York socialite William Woodward Jr. and trained by the venerable Sunny Jim Fitzsimmons, who already had Triple Crown victories by Gallant Fox and Omaha to his credit.

Another meeting between the two became a must when Swaps returned to the West after the Derby, leaving the Preakness and Belmont as routine victories for Nashua. A match race was arranged for Aug. 31, 1955 at Chicago's Washington Park, and although the buildup was loud and mighty the race itself was anti-climactic. Swaps, who ran most of his career on three good legs, had aggravated an injury to his fourth, but Ellsworth gambled that Jockey Bill Shoemaker could get him home in front of Nashua and Eddie Arcaro. This time the roll went against Ellsworth. Arcaro gave The Shoe a riding lesson, and Nashua galloped home a winner by more than six lengths. Ten years later Ellsworth admitted to me, "Swaps should never have run that day, but after all the publicity and the way all those people came from everywhere to see the race, we just didn't want to disappoint anyone." He neglected to comment on the dangers of running a lame horse. Swaps could have been seriously crippled, perhaps fatally.

Another leg injury a year later, in the fall in New Jersey, nearly did kill him, and the courageous chestnut spent weeks at Garden State suspended awkwardly in a sling until healed sufficiently to return to Chino. The life-saving sling, incidentally, was suggested by Sunny Jim Fitzsimmons.

But Ellsworth and Tenney had little time for Swaps, other than to sell him out of the state of California to John and Dorothy Galbreath for $2 million. (He died in Kentucky a couple of years ago at the age of 20.) The last time I saw Swaps at Chino was during the winter of 1957. Liz Whitney Tippett and I stopped by one afternoon to see how his recovery was getting along. He was out of the sling by then, and Ellsworth took us into his dirty, unkempt stall. When Rex turned on the one overhead light, Swaps blinked and backed off at the sight of the two newcomers standing at his owner's side. Ellsworth grabbed him by his mane and directed a hard right-hand punch to the middle of the horse's face. "That," he said gruffly, "will teach you to mind your manners."

Ellsworth's empire was building, but on unsteady foundations. He assembled more than 200 broodmares at Chino, many of them from England, Ireland and France. He thought he was becoming a great friend of the late Aly Khan, but Aly played him for a sucker by selling him mostly well-bred but cast-off mares. He acquired a good stallion in Nigromante, the sire of Candy Spots, along with a few bad ones, including Toulouse Lautrec. On the track, where people and breeders notice, he was winning. He won with Terrang, Candy Spots (who captured the 1963 Preakness), The Scoundrel, Olden Times and Prove It. Only mighty Calumet Farm has ever won more at Santa Anita than the $353,560 Ellsworth raked in during the 1960-61 meeting. Tenney still ranks ninth among all trainers who ever saddled a horse at Santa Anita.

But Ellsworth, like all impulsive speculators, often played his hands badly, sometimes unfortunately so. A few days after The Scoundrel was sold for $500,000, the horse turned up lame, which did nothing for Ellsworth's reputation. The Chino operation was being run on a shoestring, and rumors about the breeding procedures there reportedly once prompted racing security agents to slip in disguised as grooms and laborers. At least one Eastern mare shipped to Chino to be bred returned home diseased, and other matings were so poorly authenticated that some worried broodmare owners began to have nagging doubts as to just who was the actual sire of the latest foal.

This was probably the beginning of Rex Ellsworth's long flirtation with disaster. From the time he first borrowed $160,000 from a bank to buy Khaled—and despite the money he won with Swaps ($848,900) and the others—he was building up a "paper" fortune and living a life of continual borrow-and-pay-back, borrow-and-pay-back. As a Mormon, he tithed to the church. He could have used a church tithe to him.

Ellsworth turned to the East and new associates in Kentucky. He moved Candy Spots, Prove It and Olden Times to the bluegrass country, where, he said, they would be more available to the better Eastern broodmares. Yet his partnership with Dr. Arnold Pessin, a Lexington veterinarian, was an unhappy one. They were unsuccessful in attempts to buy Elizabeth Arden's Maine Chance Farm (which went instead to the University of Kentucky), and after they bought another farm, with Dr. Pessin's money, they had a falling out over financial matters. Pessin eventually became sole owner of the place and Ellsworth lost all chance to profit from it. Mixed in with the bad luck came an occasional good roll of the dice. He bought a colt in Europe named Prince Royal II, and a month later, in his second start for Ellsworth, Prince Royal II won $223,000 as he captured the prestigious Prix de l'Arc de Triomphe.

But Ellsworth was to discover that even if you make these Houdini escapes half a dozen times, you can't do it forever. Nigromante died suddenly, and the big stable of mares was without a top sire. Credit became tougher to come by, until Ellsworth latched on to C. Arnholt Smith of San Diego, at that time owner, among other things, of the baseball Padres and the U.S. National Bank. Smith kept Rex going—at least until the U.S. Government became curious about the way Smith was handling his own bank's funds. Now the Crocker Citizens National Bank has taken over the U.S. National, and Smith is under indictment.

So the money well ran dry. Early last December, Chino neighbors of Ellsworth's began noticing that his broodmares had taken on the droopy, lean look of sufferers from malnutrition. Karen Patterson, whose husband Harris is a director of the California Thoroughbred Breeders Association, was among the first to alert the Society for the Prevention of Cruelty to Animals. Two weeks ago, armed with evidence, the SPCA moved in and discovered unbelievable squalor. Of the 130 horses on the place (most of them broodmares), five lay dead or dying in their hard and dusty paddocks and dozens of others were in terrible shape. Four mares aborted because of their condition.

"It was pathetic," said George M. Crosier of the SPCA. "Those in pasture had stripped the land literally bare looking for food. They were even eating their own droppings." The SPCA impounded the Chino stock.

What was puzzling was that about 20 other horses at Chino, those in stall spaces with runs, were sufficiently fed and watered. Another 20 had reportedly been moved to an Arizona ranch just hours before the authorities arrived. The condition of the starving mares led to suspicions that the situation might be a matter of conscious and calculated neglect. Even more puzzling was the presence of Ellsworth's son Rumen at the ranch, since Kumen Ellsworth happens to be a veterinarian. He tried to negotiate with SPCA officials to regain possession of the impounded horses, but the SPCA would not release them. Some of the animals were being fed by the SPCA on a round-the-clock schedule in an effort to save them.

Rex Ellsworth was not there when the SPCA moved in to start caring for the stock at a cost of $700 a day. When finally contacted at another son's ranch in Louisiana, Ellsworth gave such excuses as wells going dry in Chino, which Crosier said was not so—"There was water everywhere," reported the SPCA official—and increasing financial difficulty. "We haven't been able to feed the horses as we normally do," Ellsworth said. He made an odd comment on the matter of the dead mares. "Horses are dying all the time out on that ranch," he said. "We've got 40 or 50 old mares with problems that should have been destroyed years ago."

Such explanations may not satisfy anyone, particularly now that the SPCA has filed a 21-page report on the conditions it discovered at the ranch with the San Bernardino County district attorney's office. Criminal action is possible, along with the civil procedures initiated by the SPCA.

Last weekend, as Ellsworth drove west from Louisiana to his Arizona ranch, on the way apparently to face the music in California, racing was trying to get over the shock of one of its worst scandals. "This is a black mark on our industry," said Brian Sweeney, the general manager of the California Thoroughbred Breeders Association, "but we are determined that racing will pitch in and do the right thing. What we will do, in conjunction with the American Horse Council and the California tracks, is to underwrite any and all unrecovered expenses incurred by the SPCA while it is caring for the weakened mares. There is talk about a sale of the stock, but that's in the future. It will take time to identify these horses properly, and it will take half of them three to four months to regain marketable shape."

Ellsworth, once a director of the CTBA, is still a paid-up member, although along the backstretch it was often said of his spectacular rise to international racing fame that neither he nor Mish Tenney would have made it had they not considered a two-by-four and a chain part of a trainer's equipment. Tenney, who never had a contract with his ranching buddy, was always in for a split, depending, it seems, on the financial times. When Tenney at last quit a few years ago to return to Arizona and run a cattle ranch, the story has it that he went to the boss to get his final split. Ellsworth told him bluntly there was nothing left to split.

And now, for Ellsworth, after the steep rise comes the crashing fall. Like others who play their hands badly, Rex Ellsworth has ended up land-poor, horse-poor and just plain poor. The SPCA revealed that it had many calls from businesses, lending agencies, banks and individuals who claimed that they held liens on various thoroughbreds that Ellsworth had put up as security on loans. There was even a question whether Ellsworth still owned the ranch.

"It reminds me," says Santa Anita's Jimmy Kilroe, "of an ageless but possibly appropriate remark I heard many years ago. There are two things a cowboy knows nothing about: one is a cow, the other is a horse.' "

Ellsworth certainly knew something about horses as runners. What he apparently never learned was the dignity the animal has or deserves to have. When the SPCA people moved into the Chino ranch, they may not have recognized—who could?—the individual mares by name. One who lay quite dead had just passed her 29th birthday. She was a fine old granddaughter of War Admiral named Iron Reward. Surely the mother of Swaps deserved a better ending than this.

Rex C Ellsworth