The developers of the Bay of the Americas in Prince George's County, who last month agreed to sell the project to the Hadid Investment Group, have bought Hadid out of its contract and instead sold a controlling interest to James T. Lewis, a major developer in Tysons Corner.

"This is the final developer. This completes the Bay of Americas team," said James Burch, the original Bay of Americas developer, who first envisioned the huge 485-acre project in 1980.

In early October, the Hadid Investment Group, a company with national and international sources of funds, contracted to buy the Bay of Americas project outright.

But Burch and his partners decided to pay The Hadid Group a reported $250,000 to exercise an option in that contract that allowed them to regain control of the property.

Lewis confirmed that he closed the deal over the weekend. Lewis, an attorney and president of Tycon Developers, said he has "controlling interest" in the multimillion-dollar project. Neither he nor Burch would say how much he paid.

"It is a superior piece of undeveloped property with more than a mile along the water" and with a challenging topography, Lewis said.

Although neither Lewis nor Burch and his partners would say how much they expect to put into the property, Michael Hadid, head of the Hadid Group, had estimated that development costs would hit $1 billion.

Burch said that, although the project "really wasn't up for sale," his group "had reached the point where we needed more money" to begin construction. He said that even after the contract with Hadid was signed, negotiations continued with other developers.

He said his group opted for Lewis because "we have always preferred a joint venture rather than an outright sale," and Lewis offered that.

The Bay of Americas project will be built on a site -- at the Beltway and the Potomac River -- that should make it a major landmark, Lewis said. "There isn't a comparable site anywhere I know of," one broker said.

The project will include luxury waterfront residential units with price tags starting at $300,000, a 1,000-slip marina, 500,000 square feet of retail space, primarily in pavilions, 2 million to 3 million square feet of office space and "two or three hotels, depending on the market," Burch explained.

Zoning for the project has been approved by the county, and negotiations for building permits are under way. "At this time I have no major ideas to change the development plans which have been approved by Prince George's County officials," Lewis said.

Although Bay of Americas will be the largest development project Lewis has tackled, he said "funding is not a problem." Lewis, a strong supporter of the recently approved Tysons II development in Fairfax County, had eyed that site for a project of his own.

Now Lewis said he is "anxious to meet with Prince George's officials to assure them" that he is part of "the development team that will develop the project as the county wants."

Lewis has built the 400,000-square-foot office building known as Tycon Courthouse at the intersection of Old Courthouse Road and Dolley Madison Boulevard, and construction is under way on the first of three 175-foot towers to be known as Tycon Towers on Leesburg Pike, east of Tysons Corner. He is the developer of a seven-story office building on King Street in Alexandria, which includes a towering clock with chimes, a four-story atrium and a deck that overlooks the Potomac.

Burch said the Hadid deal was "not as good as with Jim Lewis. We are about to enter the phase of actual physical improvement on the land. We wanted to stay involved ourselves and help make Bay of Americas the jewel of the metropolitan region."

There are six partners, including Lewis. The others are: James Burch, who first contracted for the land in 1981; Frank Lucente, a Prince George's County builder and developer; Michael Garritt, president of MRG Constructors Inc.; George Dunn, president of Hepfrom, a mechanical engineering firm; and Mark Vogel, president of Vogel and Hoffman, a brokerage and development firm.