It's sheep-shearing time in the Maryland and Virginia hills, and that means festivals.

At the eighth annual Chester Farms Wool Fair and International Sheep Dog Trials, Saturday and Sunday in Boswell's Tavern, near Charlottesville, you can see the whole thing - from the shearing of 400 sheep through the conversion of fleece to wearables. While the sheep are being sheared, local craftspeople will be washing, carding, dyeing, spinning and weaving away. Raw wool, both black and white, can be purchased as it comes off the sheep. Kids can pet the sheep and other farm animals, go on pony rides and hay rides, and explore the woods. The hours are 9 to 6 both days, and admission is $1.50 for adults, $1 for kids 4 to 11 and free for kids under 4. The Virginia State Travel Office has maps and details; call 293-5350, a local number.

This is also the weekend for Carroll County's Sheep and Wood Crafts Festival, Saturday and Sunday at the country Agricultural Center in Westminster, Md. Besides shearing, weaving and spinning demonstrations, there'll be a "sheep-to-shawl" contest, wool sale and auction, crafts, a spring lamb show, and the election of the Maryland Wool Queen. Free admission, and it's 9 to 6 both days. Details: 301/239-8222.