The 3,000-square-foot space, right on Sherman Way, west of Topanga Canyon in Canoga Park, is dominated by a red, white and blue 22-by-22-foot ring. The walls and counters are decorated with boxing posters, favorite album covers by the Beatles and Led Zeppelin, and photographs of some of the celebrities who train or have trained with Paolina: Bob Dylan, Thelma Houston, Jason Priestley and others.

Paolina, who fought nine professional and 27 amateur fights before hanging up his gloves about three years ago, says he hopes to use his club to develop legitimate title contenders. To that end, he said, he has helped train serious fighters, including Frank Liles, World Boxing Assn. super middleweight champion, and Tom Martin, Junior Olympic heavyweight champion.

But crucial to that enterprise is the following his tough approach has won among upscale clients who–while they pose little threat to Mike Tyson–learn to box for a movie part, an ultimate workout or a militant form of self-help. Members pay $1,200 a year or more. Of course it helps that boxing has lately become a fitness fad.

TV actor Holt McCallany, who co-stars in the cable movie “Tyson,” trained with Paolina for the role. And one recent afternoon, TV star David Alan Grier collapsed in a puddle of his own perspiration after a punishing session with Paolina, whom students often describe as “a good motivator.”

“A lot of people have compared Phil to Rasputin,” said friend and student Edward Gil, referring to the charismatic Russian monk who is said to have mesmerized the family of Czar Nicholas II.

Born in Brooklyn, Paolina (pronounced pow -ah- lee -nuh) grew up in Queens, the son of an Italian American longshoreman and a housewife. As a boy, he hung around what he calls “Italian social clubs,” the ethnic neighborhood taverns where his father and other working-class men would gather.

“I worked inside the social clubs, with my father and all these wise guys,” he said. “They’d play pool and gamble and I would cook and help out. I was just a little kid.”

A natural athlete, young Phil excelled at virtually every sport he tried, including football, baseball, basketball–and boxing. By his early 20s, he was already the veteran of more than a dozen amateur fights and was running his own candy and stationery store while preparing for a pro career.

He was also taking some brutal beatings in the ring, “seriously” breaking his nose twice and suffering numerous minor nose fractures. His slightly sunken left cheek bears lasting witness to an especially brutal bout, a 1982 Golden Gloves semifinal in which his opponent’s head smashed into his face, shattering his left cheekbone.

Paolina has memorialized the event by keeping a black-and-white photograph from the match under glass in his club. In the photo, the injured fighter, still wearing his gloves and headgear, is the picture of stunned agony, his left eye swollen shut and his mouth screwed up into a kidney-shaped contortion. He conceded the match.

Two years later, Paolina won, by unanimous decision, his first professional fight as a light heavyweight. From that promising start came eight years of doubt and hard work as the obscure contender moved to Southern California and struggled to make a name for himself in a sport where careers can end early and suddenly.

Some of that frustrating period was chronicled in “Animal Instinct,” a 1992 short documentary about Paolina that was shown at the Sundance Film Festival in Utah. Director Gary Fleder followed Paolina off and on for several years as the boxer watched his professional dreams slowly evaporate.

The climax of the film centers on what proved to be Paolina’s last professional fight, against Martin Amarillo in Los Angeles. After holding off his quick, well-trained opponent for one round, Paolina visibly crumpled under a withering barrage of hooks and jabs. The film shows the referee stopping the match and hugging Paolina, who is splayed against the ropes, his head bowed and resting on the official’s shoulder like a deflated speed bag. Amarillo had won.

*In the locker room just moments after the fight, an exhausted and punch-drunk Paolina is glimpsed murmuring to his handlers: “What’s the guy’s name? What’d he hit me with?”

Today he remains bitter about the loss.

“Where was my trainer?” he asked, fuming. “Five days before the fight, I was 21 pounds overweight. I was 196 and I had to weigh in at 175. . . . I had all that natural [athletic] ability, but I was with people who were not qualified as mentors.