By PAULINE ARRILLAGA
The Associated Press

EMAH, Texas (AP) -- In the 1950s, life in this tiny waterfront town revolved around two places: the church and the raunchy ''strip.'' If you lived here, you went to one after a sinful night at the other. Visitors stuck strictly to the sinning.

With its dance halls, supper clubs and gambling houses, the strip was a rollicking diversion for Houstonians accustomed to the proper, upscale establishments in the city.

Its scenic setting on the channel that connects Clear Lake with Galveston Bay -- one of the largest recreational boating areas in the country -- was yet another draw.

There was just one problem: ''It was trashy and dirty. It really wasn't an enjoyable place,'' says Sylvia Streater, who has lived all her 59 years in Kemah. ''This was very much a hick town.''

When Mrs. Streater was a young girl, her parents ran a dance hall on the strip. She remembers crawling under the building to collect stray slot machine coins. She also remembers the rats and the filth.

Fast-forward to 1999. On a recent weekend, despite temperatures in the 40s, a parade of people strolled along the Kemah waterfront.

What was the strip is now a 14-acre entertainment complex and boardwalk with six restaurants, an inn, and amusements such as a miniature train, a Ferris wheel and a carousel.

The brainchild of Tilman Fertitta, who is chairman and chief executive officer of Landry's Seafood Restaurants Inc., waterfront renovation was completed in December, just 18 months after Mr. Fertitta proposed it.

It's unusual in concept and operation: Mr. Fertitta owns and manages the entire complex.

Like Disney Co. at Walt Disney World in Orlanda, Fla., ''We operate everything from the amusements to every single restaurant,'' he says. ''That's why it works.''

Revitalization of the waterfront actually began in the summer of 1990 when Mr. Fertitta opened a Landry's restaurant at the site of Jimmie Walker's Edgewater Restaurant and Supper Club.

Several other longtime eateries remained but were ''ragtime looking,'' says Mr. Fertitta, who bought out the owners and four years later opened Joe's Crab Shack, followed by the Kemah Crab House in 1996.

Then the idea for something bigger struck. He soon purchased two more restaurants and the land adjacent to the waterfront, and the planning began.

The project wrapped up last year with completion of the Aquarium, a theme restaurant with a 50,000-gallon, floor-to-ceiling aquarium with some 200 fish, and the Boardwalk Inn, featuring 52 rooms with waterfront views.

Last year, before the project was finished, about 2 million people visited the Kemah waterfront, Mr. Fertitta estimates. This year he's expecting to double that number.

IF YOU GO