03/12/2004 12:00AM

Palliser Bay - the prize of Buckingham

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Chestertown, an idyllic locale on the Chester River on Maryland's Eastern Shore, is maintaining its reputation as a hub of Thoroughbred activity. Two runners foaled near Chestertown won stakes at Laurel Park during a one-week span this month.

He Loves Me, a 3-year-old Not for Love filly bred and owned by Eddie and Binnie Houghton's Buckingham Farm, took the Wide Country Stakes on March 6, one week after Water Cannon, a 3-year-old bred by Cynthia and Charles McGinnes's Thornmar Farm, captured the Miracle Wood Stakes. The farms, which have produced dozens of stakes winners over the years, are within a stone's throw of each other.

The Houghtons have resided on their 120-acre spread since 1962, transforming a run-down dairy farm into a well-working horse farm. They began their operation as a commercial venture, once standing stallions and having as many as 130 horses in residence. But over the decades, the Houghtons have changed direction, and their operation has become much smaller and select.

Few broodmare bands in the world are made entirely of stakes winners, but Buckingham is one of them. The Houghtons' six mares currently in production are Annie Cake, April Gator, Palliser Bay, Petunia, Reeve's Lib, and Smartly - all but April Gator were raced by the Houghtons. April Gator, bred and campaigned by Binnie Houghton's late father, well-known and respected horseman Anderson Fowler, was inherited by the Houghtons.

"They were all honest, hard-knocking mares," says Binnie Houghton. Of the six, none over age 12, the most accomplished on the track was Palliser Bay, the dam of He Loves Me.

A daughter of Frosty the Snowman, Palliser Bay was purchased by the Houghtons for $32,000 at the Ocala Breeders' Sales Company's March 2-year-olds in training sale in 1994. She was a stakes winner on dirt and turf, with her biggest victory coming in the Grade 3 Gallorette Handicap in 1997, the year she won or placed in six stakes. She retired after competing five seasons, winning or placing in 16 of 25 starts and earning $248,623.

Palliser Bay, named for a location the Houghtons visited while on vacation in New Zealand, competed successfully despite her near-17-hand frame.

"She is unusual in size. Enormous," says Houghton. "She's a good-looking, big mare."

He Loves Me did not inherit Palliser Bay's size, but "all of Palliser Bay's foals have her head, her wonderful eye," Houghton says.

Like Palliser Bay, He Loves Me is versatile, but a bit more precocious. Trainer Dickie Small sent He Loves Me out to win her debut going six furlongs at Pimlico last October, then entered her in the Maryland Million Lassie, where she finished third in a field of 10. Small shipped his stable to Fair Grounds late in the year and stretched He Loves Me out in distance. She was second in an allowance on the main track at a mile, then won a 1 1/16-mile allowance over Fair Grounds's turf course. After an unplaced stakes outing at Fair Grounds, He Loves Me made her sixth start in the 1 1/16-mile Wide Country at Laurel Park, which she won by three-quarters of a length.

He Loves Me is the first live foal out of Palliser Bay (Palliser Bay's 2000 foal, a colt by Polish Numbers, was born dead). The Houghtons also have Pine Cay, Palliser Bay's 2-year-old colt by Allen's Prospect, as well as For Kisses, a yearling full sister to He Loves Me. Due to foal to Cape Town in April, Palliser Bay will be bred back to Carson City.

In addition to the small band of broodmares, Buckingham Farm is home to a menagerie of animals (llamas, miniature horses, and donkeys, to name a few), as well as a number of pensioners. Among those living their days in bucolic tranquility are 25-year-old Castelets ("He's cute - pure white," says Houghton of Castelets, a 10-time stakes-winning gelding who earned $614,486 for the couple) and Foolish Pole, April Gator's half-brother who won or placed in 11 stakes (four graded) and earned $445,849. Buckingham Farm is a place anyone would love to call home.