The Rouse Co., whose development skills have raised retail wonders from commercially defunct areas in Baltimore and Boston, now hopes to revive New Orleans' riverfront by building on the remains of the failing 1984 World's Fair.

The Columbia, Md., real estate development firm said yesterday that it has agreed to pay $4.2 million to buy part of the fair complex built by the Louisiana World Exposition Inc., which filed for protection from its creditors under the federal bankruptcy code Tuesday.

Rouse plans to incorporate the fair's buildings into its $55 million Riverfront project, a specialty marketplace and entertainment center to be built in downtown New Orleans.

Located on the banks of the Mississippi River, the development will include 185,000 square feet of shops and restaurants and is scheduled to open in the winter of 1986.

"It will bring together the best of what New Orleans is, right on the river," said Scott Ditch, a Rouse spokesman. "It will be high on entertainment because of the nature of New Orleans."

Rouse will buy the buildings from the fair and will pay rent to the owner of the property. Once the project is complete, the development company will also share some of Riverfront's revenue with the city, Ditch said.

Rouse, known for its restoration of Baltimore's Inner Harbor and Boston's Fanueil Hall, began planning the Riverfront project three years before the opening of the World's Fair -- an urban renewal project wrapped in the gaudy wardrobe of a six-month Mardi Gras.

Fair organizers expected the production to leave the city with a new convention center, a privately financed gondola system, $17 million in street repairs, 27 restored warehouses earmarked for conversions into lofts, condos and offices, and promises of a riverfront retail creation by Rouse.

Poor attendance, however, has turned the fair into a financial flop since its opening May 12. It needed 12 million visitors to break even, but will be lucky if it reaches a total of 7 million before it closes Sunday -- with a New Orleans-style jazz funeral.

The fair filed under Chapter 11 with debts of at least $100 million, although some estimates figured the losses may reach as high as $170 million. A final accounting will not be available until all revenue is in and the assets of the 82-acre site are sold.

Rouse signed an agreement Monday to buy part of the fair's structures, including its International Pavilion. Rouse had expected to close the transaction in September, but the deal was delayed when contractors filed more than 200 liens against the fair for $27 million.

Rouse was able to conclude the agreement after the fair authorities promised to give the contractors much of Rouse's $4.2 million payment.

"Something is better than nothing," said Jim Landis, spokesman for the contractors.

"We had nothing to do with the fair," the Rouse spokesman said. "We've been a player waiting in the wings. The others have struck out and now we're coming up to bat."

Rouse operates 62 shopping centers in the United States and Canada, including the Shops at National Center, which opened here in May on F Street between 13th and 14th streets NW.