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How Houstonians Katherine and Bill Phelps Transformed a 19th-Century Train Depot Into Their Charming Texas Home

The Family Compound in the Small Town of Independence is Filled With Antiques and History

BY // 03.14.23
photography PÄR BENGTSSON

Houstonians Katherine and Bill Phelps have lived in seven houses around the country since they were married — most of them built before the 1940s. “We absolutely love the creative process of moving and decorating, and we love old houses,” Katherine says. “We definitely have the bug.”

Wanderlust is in their DNA, but their farm, located 90 miles northwest of Houston, has kept the Phelps family rooted in Texas for generations. “We have two high schoolers, and it’s been a constant in their lives since they were born,” she says. “The farm is our permanent home.”

katherine bill phelps train depot home
In a hallway leading to the bedroom wing, architect Ryan D. Gordon copied the train depot’s original footprint. (Photo by PÄR BENGTSSON)

The Farm’s Family History

The farm’s story began in the early 1970s when Bill’s grandmother, Marie Lee Phelps, bought 100 acres of undeveloped woodland in Independence, near Brenham. Marie was civic-minded — in the early half of the 20th century, she helped found the Houston Zoo and St. John’s School — but she was also an avid preservationist. Along with Ima Hogg and others, Marie rescued the 1847 Kellum-Noble House from demolition, co-founding what is now The Heritage Society at Sam Houston Park.

Not long after buying land in Independence, Marie fell in love with a charming 19th-century train depot near Lyons, Texas, and had it moved to the property, along with a farmhouse from the same era. The land and its old structures have stayed in the family ever since. Bill and his two brothers grew up visiting the farm regularly, often playing in an old caboose they turned into a fort.

Some years ago, his parents, Dolores and Stuart Phelps, moved to the farm full-time. Dolores was a glamorous addition to the tiny town of Independence. A native of Upstate New York, she’d been a celebrated Vogue cover model in the ’50s and ’60s, her face captured for countless magazines by legendary photographers Scavullo and Avedon. But she had a soft spot for country life, and she continued her passion for training and raising thoroughbreds at the farm. She also shopped with gusto.

“She loved to hunt for antiques, and we’d go to Round Top day after day,” Katherine says. Dolores also loved to shop in Pennsylvania, where she and Stuart would pheasant shoot.

Over the decades, Dolores filled the barn to the rafters with antiques. “Anything that wouldn’t fit in the house — chairs, tables, old doors, and windows — went to the barn,” says Christopher Alexander, an interior designer and partner with J. Randall Powers in Houston. Their firm has worked on many of Katherine and Bill’s houses, and after Dolores passed away last year, Katherine enlisted Alexander’s help in sorting the barn and freshening the train depot’s interiors, where the family stays while at the farm. Bill’s father still resides in the old farmhouse next door, which is decorated in classic English country style by the late New York City designer Mario Buatta, who also designed Dolores and Stuart’s house in New York.


katherine bill phelps train depot home
The train depot’s original ticket counter became the kitchen, which was remodeled in 2013 by Ryan Gordon. (Photo by PÄR BENGTSSON)

A Small Town Feel

The train depot’s modest architecture is reminiscent of buildings once found in small towns across Texas. Long and narrow with tall ceilings, “It almost feels like you stepped into an old structure in New Orleans,” Alexander says. “Nothing is perfect or new. Even the paint is crusty. It feels like there is a history there.” Although train depots are still used in New England, not many remain in Texas, and those that escaped the wrecking ball were converted into railroad museums or other attractions. “I’ve never seen one turned into a house,” Alexander says.

Quirky as it may sound, not only is the depot a piece of Texas history, but it’s also an important link to the Phelps family heritage. Changes were carefully considered. “Bill’s grandmother didn’t want the house to look new, and neither do we,” Katherine says. “We wanted to retain its history, so we kept everything as original as possible.”

The kitchen, which had been the depot’s original ticket counter, was redone in 2013 with the help of Houston architect Ryan D. Gordon, who turned the awkward arrangement into a comfortable space for the family to hang out. “I love to go to the farm and cook on the weekends,” Katherine says. “I just relax with a friend and have a glass of wine while we cut up vegetables. There’s something really old-fashioned about it. Everybody needs that right now.”

The entire extended family descends on the farm during the holidays, so Gordon added a connecting gallery and bedroom wing that mirrors the depot’s original footprint. “It looks like it’s always been there,” Katherine says.


305 Phelps_Brenham_Living_v2 (Photo by PÄR BENGTSSON)
The dining room includes Phelps family heirlooms, antiques and vintage objects from shopping trips to Round Top and flea markets in the Southeast and Pennsylvania. (Photo by PÄR BENGTSSON)

Antique Alchemy

Like a lot of families, the Phelps clan has handed down furniture and art through the generations. And each time Katherine and Bill move Houston houses and redecorate, there’s always a chair or sofa from the previous residence that doesn’t quite fit, or perhaps extra rolls of wallpaper, and it all gets shipped to the farm. “It became this big wonderful resting place for all these things from many generations and places. There’s a lot of history in every broken lamp,” Katherine says. “Christopher took all of the madness and made it work.”

From the barn, the designer pulled out antique chairs for the dining room, two side tables for the main bedroom, and an old pine farm table for the entry. Chic marble cube tables from Dolores’ New York apartment were repurposed in the living room, along with a raffia coffee table from Bill and Katherine’s previous San Francisco house and an antique chinoiserie chest they’d had for years in Houston. In a guest bedroom, there’s a 1940s carved mahogany bed that Marie discovered in a shop somewhere in Natchez, Mississippi. A collection of horse prints is among Katherine’s favorites, because she was with Dolores when they were acquired. “It’s special to have that memory,” she says. Nothing was reupholstered, including two lounge chairs in the living room, left in their original Pierre Frey fabric, no longer in production.

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A guest bedroom furnished with antiques and family heirlooms, including a settee discovered in the barn. (Photo by PÄR BENGTSSON)

“Everything tied together so harmoniously,” Alexander says. “That’s because if you buy good furniture and stick with classic styles, it will work no matter where you put it.”

Bill grew up in a house in New England with interiors designed by Mario Buatta, so bright colors and florals remind him of home. “Our house in Houston is all floral and lilac,” Katherine says. The living-room walls at the farm are painted a shell pink from Farrow & Ball “that everyone looks good in.”

This place may be filled with antiques, but there’s nothing precious about it — except for the memories it holds.

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