IT'S half-past 10 on a Saturday night, and Bill Wyman stands beneath a 68-foot neon cactus, listing the contents of his tummy.
One baked potato with cheese and sour cream, one garden salad with ranch dressing, 24 ounces of sirloin steak, three Cokes, a basketful of rolls, seven pats of butter, and two scoops of vanilla ice cream.
On a scale, Mr. Wyman says, that's 4-1/2 pounds of grub, give or take a crouton.
''I'm a large eater,'' he says, loosening his belt a notch. ''People usually hate to see me come to eat, but not here.''
Wyman's ''here'' is the Hilltop Steak House in Saugus, Mass., 10 miles north of Boston. With a knack for cooking up cow and all its accompaniments, ''Hilltop'' has endured for 30 years as one of the busiest and most profitable restaurants in the world.
Despite a few bum steers in recent years, and speculation that it had fallen out of vogue, this landmark eatery appears to be making a comeback.
On a busy day, the two-story, 20,000 square-foot complex accommodates 1,400 patrons. Fifty line cooks and a 180-member wait staff work three shifts, serving as many as 5,000 meals.
No less imposing is the restaurant's award-winning neon nameplate, perched atop a conspicuous cactus on US Route 1.
Nearby, a mock pasture plays host to 10 impossibly plump plastic cows, bolted in place to foil pranksters.
Hilltop is the singular vision of Frank Giuffrida, a former butcher who bought the property in 1947. Several years later, armed with low prices, large portions, and a dash of showmanship, Mr. Giuffrida (always ''Frank'' to his customers) opened the first restaurant on the Saugus strip, an area now dotted with ostentatious eateries.
Needless to say, his timing was perfect. Americans were looking for any excuse to pilot their Buicks and Chevys, fat with fins and steel, to any unusual spot, and Route 1 became a major New England thoroughfare. Customers had babies to feed, money to spend, and an insatiable yen for steak.
In addition, young families flooded Saugus and other nearby suburbs, adding to the pool of drop-by diners that, by 1964, created three-hour queues.
In 1989, Hilltop grossed $60 million and served more than 2 million customers. This decidedly bullish year crowned a quarter century in which Hilltop reigned as the busiest, highest-grossing restaurant in North America, and some say, in the world.
Then came the downhill slide. In 1988, Giuffrida had sold his interest in Hilltop to businessman John Swansburg, who launched an aggressive expansion campaign, opening several branches throughout New England.
But when the recession hit, Hilltop's new management found itself indebted and overextended. Simultaneously, health officials began blasting red meat, prompting Mr. Swansburg to add more chicken and fish to the menu. Longtime customers like Wyman say quality suffered.
By 1992, a $20 million stock offering had collapsed and a year later, the Hartford, Conn., Hilltop closed its doors. Things looked grim.
But just then, the steak industry began a hoof-stomping renaissance. Spurred by a massive reaction against the nutritional elite, the renewed demand for beef has allowed restaurants such as the Outback Steak House chain, based in Tampa, Fla., to open new restaurants at a rate of more than one per week.
According to the American Restaurant Association, eateries served 6.5 billion beef dishes in 1993, up nearly 300 million from 1990.
Beef is back, experts say, and so is Frank Giuffrida. Resuming financial control of the restaurant in September, he pledged to reinstate the original Hilltop menu.
''We're not a saute house; we're not a pasta house; we're a steakhouse,'' says Lenny Derosa, Hilltop's general manager. ''We're going back to the way it was before Moby Dick was a minnow.''
Hilltop will be No.1 again, Mr. Derosa guarantees, because beef is bouncing back stronger than before. People in their 20s love steaks, he says, and more women are joining the carnivorous herd. ''It's not just for the macho man anymore,'' he says.
On this night, the Hilltop is as busy as ever. While the lunch crowd consists mostly of senior citizens, the dinner set hosts a highchair at every fifth table, and an occasional gaggle of college types.
In the low yellow light, customers saw through thick sirloins amid the buffalo heads, wooden Indian statues, ''wanted'' posters, and cattle horns that crowd the walls.
Hilltop's five cavernous dining rooms bear the names of storied cattle towns like Kansas City, Dodge City, and Sioux City, and groups of diners have been known to eschew immediate seating to wait for their favorite.
At the tables, the disposable placemats feature -- vegetarians beware -- a sketch of a Black Angus (black hornless cow) marked up to denote where the cuts come from.
Under the heading ''Variety Meats,'' the placemat depicts such treats as sweetbreads, tongue, oxtails, and kidney, with captions like, ''simmer, braise, or bake.''
Adrio Pietrantozzi says he and his wife, Louise, have been coming to Hilltop since 1962, and have ''never had a bad potato.''
Mr. Pietrantozzi then introduces the man next to him as his brother, Ardola, who is visiting from Perugia, Italy.
''Big meat,'' Ardola says in spotty English, joining the tips of his fingers to form a wide circle. ''I eat very good.''