In 1959, in a small office in Richmond, real estate investor Frank C. Kimball watched as a highway planning engineer got out a Magic Marker and went to work on a map of Fairfax County.

Swish. The engineer drew a bold, black line where the Capital Beltway would be.

Swish. The engineer drew a line for the widened Route 123.

Swish. Another line, showing how Route 7, too, would be transformed into a four-lane highway.

And Kimball got the picture. Tysons Corner.

In 1959, what Tysons Corner would become was just taking shape. Only a handful of people besides Kimball had begun to see the potential in the highway engineer's traingle of four-lane roads around 150 acres of apple orchards and the land surrounding them.

With a rapidly rising skyline of buildings filled by major federal contractors and a forest of construction cranes, with 10 new major office buildings and more than a million square feet of space to be added this year -- and with a fancy new Clyde's, imported from Georgetown -- Tysons Corner now is in the midst of a boom that is hard to miss.

"It's one of the strongest suburban commerical development markets in the country. It's number one on the East Coast," according to John P. McEvilly, a broker with Coldwell Banker, a national commerical brokerage company active in the Washington area.

Only two decades ago Tysons was still a country crossroads where apples, hay and axes for clearing land were sold. Then it was so far beyond even the fringe of things that hotel developer J. Willard Marriott took one look and said, "It's not for us -- too far out."

The story of what changed then to now, of what transformed country to commerical, is the story of one of the area's favorite pursuits -- the development sweepstakes and how to play.

It is also the story of a handful of very big deals, the people who made them and the fortunes that were won or lost.

Tysons Corner today includes a shopping center that is one of the area's major centers, clusters of high-rise office buildings and two major high-rise apartment complexes. Appropriately for a development that the automobile helped create, one major gateway leads past a mile-long strip of automobile sales lots.

The whole thing sits on about for square miles, with the shopping center where orchard once was. The whole complex is conservatively estimated to be worth $1.25 billion, providing more than 30,000 jobs.

Fairfax Supervisor Martha V. Pennino (D-Centreville) proudly calls Tysons "the downtown of Fairfax County." But she and other local officials have also expressed serious concerns about some of the less pleasant side effects of development.

Along with the benefits, development has created cut-rate architecture and ugly, land-wasting sprawl -- especially down "automobile alley" (Leesburg Pike west of Rte. 123) -- where auto-dependent transportation produces almost day-long congestion and lack of planning forces office workers to climb into their cars to go out for lunch.

The story of Tysons began with risky, solitary hunches made in the 1950s. "Everybody thought I was crazy," said Marcus J. Bles, the first assembler.

By the dawn of the 1960s, the outlook was more promising but still hazy. Even so, Westgate Corp. co-founder Thomas F. Nicholson could say recently, "In 1960-1961, we projected $100 million to $150 million buildings -- and we're right on target."

In periods of hard times in the mid-1960s and mid-1970s, not even Tysons -- which by then was rapidly developing -- was a sure thing, and some developers crashed hard. But by the beginning of the 1980s, when Tysons was being called one of the top three suburban commmerical real estate markets in the country, one developer could say, "There is enough for everybody."

In the beginning, there was just Bles who moved in ahead of almost everybody else and acquired land bit by bit.

"I'm the grand-daddy of Tysons Corner," said Bles, now 76, who in 1949 bought his first parcel, paying $55,000 for 72 acres. Bles, a carpenter with a sixth-grade education, had come to the Washington area from a southeastern Missouri farm in 1939 and built up a construction business that provided the cash he needed to buy land.

"I wouldn't pay no interest. I have a horror of interest," said Bles. "If I had borrowed, I could have had it all."

Even so, Bles did well. He picked up 300 acres of Tysons Corner, paying approximately $1.5 million -- most of which he earned back by quarrying for gravel on the land. That was before he began raising Santa Gertrudis cattle on the high hills overlooking Washington.

"Paying them kind of prices around Tysons Corner, everybody said I was crazy," Bles said recently.Now Bles sits in his office, in an abandoned house on some 4,000 potentially developable acres of land he owns in Loudoun County near Dulles Airport.

"I'm tickled to death to be away from there," said Bles. "Too much congestion."

In all, Bles said, he cleared $19 million on his land transactions. Bles still owns a small piece of Tysons Corner, the site of an elaborate suburban version of the popular Georgetown restaurant Clyde's, decorated to the tune of $3 million and built on the site of a factory that once manufactured a stump-axe Bles invented.

Does he ever go to Tysons Corner?"Only to the banks," said Bles.

In 1968, Leasco -- a go-go conglomerate with a number of computer subsidiaries in the Washington area -- was looking for a place to consolidate its local operations. Its choice was 98 acres at Tysons Corner, an area pinpointed by studies as the focus of future major development.

"We were going to use 40 to 50 acres to build an campus [office] for our own use and sell the others," said Robert M. Steinberg, executive vice president of the Reliance Group which includes Leasco. The company paid $7.75 million in cash, or $1.80 a square foot to Bles for a tract across Rte. 123 from the 150-acre apple orchard.

"The theory was, in essence, we'd buy our land for nothing. We felt we overpaid a little, but that it really didn't matter.In the end it would work itself out," he said.

Then practice departed from theory, and Leasco's Washington area businesses ran into troubles. "There were some very, very difficult years in between. Our companies in the Washington area all got hit," Steinberg said. "We held off on plans and it got even worse, so we nixed the plans."

Instead, Leasco decided to develop the land and began putting in roads and other improvements to make it attractive. Before Leasco could sell, however, the area was hit with a double whammy -- a sewer moratorium and the recession. Leasco was held holding the expensive land.

"There was a time when we thought it was a good investment and were happy to carry it. Then there was a time when we would have rather had the cash," Steinberg said. "Then after awhile we just wanted to get rid of it.

"About the beginning of 1975, things began to happen out there and it was very apparent by then that we were right and it was going to be a major development area," he said.Leasco began selling off parcels, selling each one for more than before. By 1979, the company was able to sell the last parcel for $6.50 a square foot and breathed a corporate sigh of relief.

The relief turned to regrets weeks later when the company got calls offering $12 a square foot for the land.

"The problem is that when you're in something as long as we were, even though you start seeing light at the end of the tunnel, you say, 'God, let me get out of this thing," said Steinberg, who noted ruefully that the company could have done "significantly" better if it had held the land longer.

"The numbers were actually much, much higher than I ever anticipated," he said. "I was stupid."

"I can tell you as I was getting out of it . . . it was the hottest market I have even seen," he said. "It was as if somebody said there's oil on the property. It was like the gold rush. That's how fast and furious it was. I was bombarded with phone calls, and I had backup contracts for backup contracts."

"I was begging people not to close on sales contracts, but we lived up to every committment," he said. "It was a good learning experience."

After the highway engineer in Richmond drew his triangle of roads around 150 acres of apple orchards in 1959, Frank C. Kimball and his two partners had their objective in tantalizingly sharp focus.

To make the job of acquisition easier, Kimball and his associates -- James L. McIlanie, founder of Suburban Savings and Loan Association in Fairfax, and L. Blain e Lilijenquist -- narrowed their focus to 85 acres within the triangle.

Their investment vehicle was a new company called Suburban Development, capitalized at $1,500. Each of the three officers put up $500.

Even the smaller goal of 85 acres was formidable. The acreage consisted of parcels owned by nine different groups, all of whom knew that their land was valuable.

Surburban's first target was a strategic wedge right in the middle of the triangle -- 20 acres owned by J. Frank and Ruth M. Watson.

Recalled Kimball: "If we could get that land, we thought, we could get it all."

The Waltons agreed to sell their 20 acres for $100,000, with payments starting when Suburban got industrial zoning for the land. And the Waltons asked for -- and got -- $500 earnest money so they could take a vacation.

Other landowners refused to sell, but Kimball and his associates did not back down. "We had 20 acres in the middle of the triangle," he said. "We couldn't move without the others, but they couldn't move without us."

To impress this point on the rest, Kimball prepared a color-coded map with a box of crayons. A 22-acre parcel was orange. A 13-acre parcel was green. Two 8-acre parcels held in trusteeship were brown. Smaller holdings were blue, purple, red and pink.

In the middle was a long, bright yellow rectangle representing the 20 acres owned by Suburban Development.

Once the landholders fully appreciated their predicament, Kimball made his proposal: to bring the others into a partnership with Suburban Development and lease all 85 acres to a shopping center developer.

The formula worked more successfully than even Kimball imagined. For the owners who refused to sell, a groundlease with the developers of the Tysons Corner Shopping Center has been a cornucopia, pouring out increasing benefits every year.

The lease, pegged to the consumer price index, brought the partnership $450,684 in 1979, of which 23 percent, or $103,657, went to the Kimball group. After 45 years, the shopping center developers and their partnership will get 6 percent of the total value of the land and stores -- presently valued at $68 million -- for each of five successive years, with a new agreement to be negotiated for future years.

"Not bad for a $500 investment," Kimball said.

Gerald T. Halpin, Thomas F. Nicholson, Rudolph G. Seeley and Charles B. Ewing Jr., are among the principal movers and shakers at Tysons Corner, as officers of the sprawling 560-acre, $125 million Westgate-Westpark office campuses, (north and east of the apple orchards that became the Tysons Corner Shopping Center.) They consider it a triumph of public relations when they can keep their names or pictures out of the paper.

"We tend to be conservative," said Gerry Halpin. "We don't consider ourselves downtown builders. Maybe we're farmers."

The idea is not so far-fetched. Twenty years ago, when Halpin and Nicholson first dreamed as young real estate specialists for Atlantic Research Corporation of creating a quality industrial park at Tysons Corner, they took their dream to a farmer -- then diary farmer and exintelligence officer Seeley who was managing the farm put together by his wife's family, the Ulfelders.

In 1962, the Nicholson-Halpin team and the Ulfelders each put 150 acres into a new corporation called Westgate. Ewing, another Atlantic Research executive, joined the company shortly thereafter.

The first office -- for Human Sciences/Research -- was built on a septic drainfield. In those days the area was still too rural to have sewers. In those early days, nothing was taller than two stories because investors would not lend money for an elevator building that far out in Fairfax.

"The Pru [Prudential] called it the boonies," Nicholson said. "They couldn't see value of more than 50 cents a square foot."

Today, Nicholson said, Westgate turns down offers of $10 a square foot.

Federal contractors, who seldom have the capital to put up their own offices and who can pass on the cost of their leases to the federal government, flock to Westgate and Westpark -- as the second stage of development is called -- because they can lease buildings that generally have some quality touches and are clustered in the campus-like settings that research and development firms favor.

At present, there are 4 million feet of office space in 45 buildings at Westgate-Westpark, and the industrial park has about 200 acres left to develop -- enough to keep the company growing at its present rate until the year 2000.

It looks as if Westgate will calmly wait out the end of the century. Which is why one knowledgeable broker says with respect: "The ones sitting on the biggest piece of pie are Westgate and Westpark. They're just sitting on it and letting the market go crazy."

Like Frank Kimball and the developers of Westgate-Westpark, Max S. Kraft was impressed by the potential of Tysons Corner. In July 1965, Kraft and an associate, Oscar Margulies, bought 58 acres of Bles' land. The land -- 500 feet above sea level -- was the highest point in Fairfax County. When Kraft and Margulies signed the contract, Bles' Santa Gertrudis cattled grazed on the fields below. But the two had a vision that seemed appropriate for the property, which cost them about $2 million, a record per-acre price for Tysons area land at the time.

There would be 1,700 apartments in seven nine-story towers. Amenities would include a landscaped plaza, fountains and pools, two swimming pools with cabanas, tennis courts, skating rink, putting green and community buildings.

Some of the tenants would have a view of the Blue Ridge, other could look out on a vista that included the city of Washington with its monuments sparkling in the sunlight or bathed in an evening glow.

Today there are 1,200 condominium apartments, with all the luxury appointments and amenities that Kraft and Margulies foresaw. The Rotonda, as the project is called, has become a sought-after place to live with a fancy McLean address.

But Max Kraft has not been a beneficiary of the Rotonda's success. Though he once owned the land on which the Rotonda sits, he was hit by tight money and an apartment glut and went broke before he could realize his vision. He lost the land, and after it changed hands once more, Giuseppe Cecchi, who already had experience building the Watergate apartments in Washington and Watergate at Landmark in Alexandria, acquired it and built the Rotonda.

Sitting in a small, plainly furnished office in Alexandria, where he makes a living as a real estate broker ("I'm not in development anymore, you need capital for that"), Kraft says, "We had lousy timing."

Sitting in a luxuriously appointed office in his residence at the Rotonda, Frank Kimball, who did not lose out in the Tysons sweepstakes, says, "Some people can't see coming. Some people see it coming too soon. And they both lose out."

During the 1940s and 1950s, Washington attorney H. Max Ammerman used to drive out to rural Tysons Corner to buy bushels of apples. By the 1960s, Ammerman was looking for something juicier.

With two partners, Ammerman had discerned in the area a chance to create a regional shopping center ideally positioned to corner an already large, affluent market in McLean and Vienna and to profit from growth expected in what was then largely undeveloped western Fairfax County.

Ammerman had a minority interest in a partnership that included Isadore M. Gudelsky (who died in 1963) and Theodore N. Lerner. The same group had introduced regional shopping to the Washington area with Wheaton Plaza in Montgomery County. Now the partners focused their different but complementary talents on Tysons Corner.

Gudelsky, the principal partner, had the financial wherewithal and was an experienced builder. Lerner, the managing partner with day-to-day responsibilities, was a hardnosed bargainer with tenants. Ammerman had 3 1/2 decades of experience as a real estate attorney.

Frank C. Kimball, who packaged the Tysons triangle, singled out Gudelsky-Lerner-Ammerman as prospective developers. Kemball had encountered the team -- and was impressed by it -- when he worked for Hot Shoppes Inc. (later Marriott Corp.), a tenant in the successful Wheaton Plaza.

Kimball and other landowners at Tysons felt they had a first-rate team in Gudelsky-Lerner-Ammerman. But they faced a serious challenge from across the road. There, Bles had lined up shopping center developer James W. Rouse, who had an even more formidable development track record.

For his proposed shopping center, Rouse had commissioned renowed archtect Victor Gruen to draw up a plan calculated to dazzle the Fairfax Board of Supervisors that would make the final decision.

But, according to Kimball, Gruen made a fatal error. "He was somewhat arrogant," Kimball said. "He made a disparaging reference to our group, calling us 'the hot shot' because of my connection with Hot Shoppes. I don't think the supervisors liked to see a local business put down."

In any case, the supervisors decided to reject the recommendations of their staff and the planning commission and gave the shopping center zoning to the Kimball group and Gudelsky-Lerner-Ammerman, saying their land had better access.

The developers created a shopping center that quickly surpassed even their own optimistic projections. After slightly less than a decade, the shopping center -- which brought New York chic to the area in 1976 when Bloomingdale's opened -- has sales of more than $300 million annually, according to sources familiar with its operation.

But in the meantime, the partnership is breaking apart. Ironically, the wedge in the 117-acre parcel where Rouse had proposed a rival shopping center. Gudelsky and his associates bought the tract after the zoning battle to eliminate future threats to their own retail complex.

After holding the land for several years, the trio decided that it was indeed a good place for a shopping center -- but one that they owned.

But just as it appeared the project would move forward, Homer S. Gudelsky, Isadore's brother and heir, and Ammerman decided to sell to Boston's high-profile office developer Mortimer Zuckerman, who recently bought Atlantic magazine. Together Gudelsky and Ammerman owned 75 percent of the partnership that owned the 117-acre wedge.

Zuckerman agreed to pay $25 million for the land -- nearly nine times what the developers paid in 1964, when they bought it from Bles with a 5 percent mortgage. But Lerner refused to sign the sales contract.

Sources close to the partnership say that Gudelsky and Ammerman are too weary to undertake another major, long-term project, while Lerner, as ambitious as ever, is ready to go. Lerner did not return a reporter's phone calls.

Asked whether a settlement is possible rather than a court fight that might lead to a public auction, Ammerman walked to his desk and cupped a small crystal ball in his hands, and said: "Now let me see . . ."

Max Ammerman's crystal ball may be one of the most useful tools in forecasting what will happen to Tysons as it moves closer to complete development. But at least some projections have been committed to paper.

The transportation mess will surely be relieved by the planned widening and extension of the Dulles Airport Access Road (which will permit through-commuters to bypass the central congested area) and the construction of a freeway-style interchange at Rte. 123 and International Drive, the connecting point between the present Tysons Shopping Center and the Tyson II site. A mile away the extension of I-66 will mean a direct, fast route to Rosslyn and the rest of Arlington.

But the gains could be wiped out by new traffic generated by 5 million feet of office space that Boston developer Mortimer Zuckerman wants to build at Tysons II, if the 117-acre parcel is developed by Zuckerman instead of transformed into another shopping center by developer Lerner.

Land has been set aside for a Metro stop on the Dulles highway at Spring Hill Road, but construction of a rail spur to Tysons would require both regional and congressional approval and funding -- chancy at best.

While land prices have forced recent construction straight up in 12-story and higher towers, large sections of Tysons -- in Westgate and along Rte. 7 -- consist of one- or two-story buildings.

Westgate's Halpin, who started so modestly, says now; "All this one-story stuff will be demolished.

Some likely targets include fastfood outlets, gasoline stations and auto sales parks that do not gross enough to turn down the high prices expected to be offered. Still another target may be Providence Baptist Church, across the street from Bloomingdale's and worth an estimated $1.2 million. "That should be put to higher and better use," said real estate broker Bill Byrant.

If redevelopment happens, how would the face of Tysons Corner change? Would it be for the better?

"You're looking for certain answers when they don't exist," said one prominent developer who has been one of the Tysons players. "What you've got to realize is that development is one big crap game."