VOICES OF TIME surround Washington. From the north, the south and around the Beltway, they tell of the years, not long ago, when this was a city sitting pretty, surrounded by small communities that were just shy observers of downtown importance.

In their memories is a pleasant, unpretentious Bethesda in Montgomery County, where a hardware store and a five-and-dime anchored the town and a Hot Shoppes was a place where a boy took his best girl after school for a Mighty Mo and an Orange Freeze. Tysons Corner in Fairfax County had soil that could produce good-tasting tomatoes in July and had a gentle hill that was a choice spot to watch a sunset paint itself across the Catoctin Mountains. And Prince George's was one of the fastest-growing counties in the nation, the place to look for affordable housing and find it.

These three suburban counties of Washington and how they grew -- from separate, sleepy bedroom communities in two different states to self-sufficient strongholds that vie with each other in a region of complicated economic and governmental boom -- is a story that can challenge or jolt. In two short decades, Washington's surrounding counties have seen land booms, population booms and a growth of industry and local government that has allowed the people who live there to work there.

No longer simple suburban neighbors, these counties are competitors -- for business, transportation, schools, water. Their governments have budgets larger than those of some states.

Among those who watched from a distance as fields were laid with asphalt and empty buildings became thriving centers of commerce, there churns a debate over the best of times. The conversations of these observers reveal a sense of loss, a realization of rebirth and an undeniable wonder. It happened so fast, they say.

LILLA RICHARDS has hit rush hour at Tysons Corner. She looks out her car window to see the beads of white headlights that have strung themselves around Leesburg Pike, jutted off onto Lewinsville Road, spilled over to Westpark Drive and jammed up the parking lot at Tysons Corner Center.

The traffic is edgy, jumpy, trying to get an early start on a Friday night. Richards just wants to get from her home, three acres in McLean, to a plot of land two miles away where her first home in Fairfax County stood 20 years ago.

It will take a half-hour. The car stops for a red light, moves forward with a green, stops when traffic backs up, moves forward again when there is space.

Richards turns left on Westpark and left again to Greensboro Road, two roads that never existed when she came here as a bride. She pulls into a parking lot, climbs out of the car and stands between two buildings: one houses her family's business (known as the Richards Corp.) and the other more imposing building houses the National Automobile Dealers Association.

"That maple tree, that hickory and that dogwood used to shade my front porch. That's my old well cover. And this is where my old living room was."

She used to plant tomatoes there, on soil enriched with manure from cattle raised by Marcus Bles, her then-neighbor and the one who would sell the 640 acres that would be the foundation for Tysons development. And there were mornings she awoke to see huge steer roam up to the front door. Now Richards looks west to the sunset smear of orange and gold that peeks behind a wall of buildings in the distance and waves an arm. "I remember when there was absolutely nothing between us and the Blue Ridge Mountains."

The years have been kind to Fairfax developers and unrelenting to those who once saw the county as a countryside exempt from the pressures of city life.

The changes began in the 1940s, when the Pentagon was built in Arlington a crush of military personnel found the green expanses of Fairfax inviting. In the mid-'50s, Woodward & Lothrop and Garfinckel's opened a new shopping center at Seven Corners. That, some said, was the first hint that Fairfax might not always look toward Washington for its needs. The hint turned into broad fact in the 1960s.

Dulles Airport was built in 1962, the Beltway opened in 1964 and George Mason University became a four-year, degree-granting university in 1966. Land values tripled, then quadrupled and jumped again, in a matter of weeks. The Fairfax Board of County Supervisors began choosing between homes and office space, often yielding to pressures of the business world at crucial intersections. The Washington Post reported in 1966 that a 4.4-acre parcel at Tysons Corner jumped almost overnight from an assessed value of $3,675 to $76,110. Nothing had been built on the plot, but the paper that described its boundaries had a new zoning designation: commercial.

Today the assessed value of real estate in Fairfax stands at $30 billion. Between 1950 and 1975, Fairfax's population increased five times from 98,557 to 537,200. Whole communities rose up. In April 1965, a massive street renaming and house renumbering took place; it involved 75,000 changes.

In 1966, there was a lull: In September, a federal grand jury handed down a 56-count indictment in rezoning cases involving a number of county officials. Citizens associations and community leaders began to look at the temptations that development posed. Two months later, voters approved a referendum for a new form of government that would allow the board of supervisors greater decision-making powers in creating services and maintaining its hold on rezoning.

Again development surged. In the next two decades, Fairfax adopted a land use plan that was designed to control growth and then, the process of planning, allowed exceptions that seemed to thwart its own intentions. Approving one tall tower meant that other towers could be built. Laying one new road somehow seemed to encourage more roads.

Along the way, both the county and its people experienced the unexpected.

Metrorail, a people-mover that has given breathing space to commuters on roads in Arlington and in Montgomery and Prince George's counties, once was seen as an easily obtained transportation perk that could only sweeten Fairfax's future. But so far, it has been a costly proposition. The construction of Interstate 66, which opened three years ago, was fodder for one the longest, most bitter fights over land use in the county. Now it is touted as evidence of some longsighted ingenuity in a community coping with an ever-increasing traffic flow.

To look out a window of one of the mirrored tall buildings at Tysons Corner today is to see a crisscross pattern of autos, a tangle of car dealerships that line both sides of Leesburg Pike, a jumble of signs for high-tech ventures and the black vines of telephone wires.

Fairfax now is almost competely developed, save the environmentally protected watershed of the Occoquan Basin. Home builders are pulling up stakes and moving into Prince William and Loudoun counties. There, residents have repeatedly said they want nothing like a Tysons in their territory.

"There are more jobs available [here in Fairfax now]. And we are no longer a bedroom community," said Richards, who has served on countless civic activist boards and planning groups in Fairfax County. "But it is environmentally and physically a less attractive place to live. This was probably one of the beautiful counties in Virginia to live . . . I wouldn't move away: I've got too much of my life involved in this county. But I would like to live on a dead-end street."

MAIL IS FLOODING into the bins at the Bethesda Post Office. Last year 500,000 pieces of mail were delivered from the office off Wisconsin Avenue. This year, the carriers will be toting 560,000 pieces from mailbag to mailbox. By 1991, 1 million letters and parcels are expected to fill the carrier bags.

"You just don't have the opportunity in Bethesda to become bored," said Postmaster Clarence Hoppert, settling back in his office. It is a nook of solitude on a city block that, in the last couple years, has shuddered from the blasts of Metro construction, beginning each day with the sound of jackhammers bent on building towers of concrete. "Not while all this is going on."

Just over the District line, at the historic crossroads where settlers met, in the community later flooded by whites with money and the motivation to escape desegreation, is Bethesda -- Boomtown U.S.A. with a sales pitch so slick that even a used Chevy dealer would buy.

Want a Metro stop? Bethesda's got a Metro stop. Want office buildings? Bethesda's got office buildings. Want a hotel? Bethesda's going to have hotels that will rival the big guys downtown. Want the other things that go with downtowns -- congestion, wall-to-wall buildings and confusion? Bethesda's got it.

And in that little corner of Maryland (in the county that national magazines like Money are now touting as a notable bauble on a choker of economic fortune that encircles Washington) is a glimpse of the past and a picture of the bigger things to come.

"I can remember when McDonald's opened up on Rockville Pike and that was the only fast food restaurant there,'' said Linda Bell, a real estate agent who was born in the county 39 years ago. ''And when I left home -- my father was in real estate -- there was this new concept of a town house. I remember him describing what they were. Now, of course, Germantown is a sea of town houses.''

There are theories about the way counties and cities grow. It is said that the wealthy move north and west into an area. That theory proved true when the war effort in the 1940s infused Washington with thousands of new residents who moved into suburbs just northwest of the city -- into Chevy Chase and Bethesda.

After the war, the county began growing upward and outward along Rockville Pike and into Interstate 270.

Migration continued through and beyond the war years, partly because Montgomery always had its eye on Washington and how it could profit if a boom ever hit. Park land had been preserved in the 1920s. Sewers had been built. Regional plans had been established in 1931 that within 10 years would turn empty land into arterial highways and parkways that enhance property values in the county.

In the 1960s, planners suggested the county develop along the corridors of what would be I-270 and Rte. 29, two major highways that bisected the county. But once accepted (as part of a 1962 plan that described the wedges between those corridors as green space that would buffer the residents from development) that theory was sorely tested by the lobbying efforts of developers and politicians. In 1966, the county council election became a fight over land. With one exception, all the incumbents who had records of approving zoning changes to enhance rapid development were voted out of office.

During the next two decades, the county would, by necessity, by philosophy and by factors outside its control, take longer looks at development. Problems with sewers, unfulfilled promises of state roads and skyrocketing interest rates in the 1970s all shaped Montgomery and then sent development to Virginia. Northern parts of Montgomery, such as Olney, Germantown and Gaithersburg, grew before the county was prepared. North of that, Howard and Frederick counties began to become a commuter ring around Montgomery.

Montgomery hoped to ease its transportation needs by welcoming Metrorail. The county reasoned that Metro would give businesses and commuters easy access to downtown. Service jobs -- the fastest growing kind of employment nationwide and locally -- would congregate in office buildings planned around the Metro stops. Developments for research and high-tech companies would expand along the corridors leading north.

In part, those changes have come about. Approximately 21,700 commuters from Montgomery now ride the rail to work every morning. Another 4,700 use it for work-related travel durduring the day.

Yet all the changes have been just keeping pace with growth.

Montgomery, like Fairfax County, is glutted with autos. ''What Metro did was enable us to survive,'' said county transportation director Robert S. McGarry. ''Commuting patterns have changed dramatically over the past few years. Fifty percent of the people (who live) here work in the county, and 70 percent of the people who live in Germantown, Gaithersburg and Rockville work in the county. Our traffic plans depend on people using Metro; and we are working to increase its use by 20 to 25 percent over the next five years.''

The force of all that change comes to rest clearly at the old crossroads in Bethesda. It is an awesome sight.

Radiating from the corner of Wisconsin Avenue and Old Georgetown Road stand 10 office towers in various stages of construction. A newly opened Hyatt Regency stands on a block of space where residents used to wander from small store to small store. Traffic gnarls itself into angry knots, and motorists seem to pretend not to see traffic lights change from green to red. Commuters who use the subway (about 15 percent less at the new station than the county had hoped) rise from the depths of Metro's long escalators.

Small storefront businesses have been shoved out. Large corporations and national firms have stepped in. Hundreds of new jobs have been created. Employment surges.

The change has brought more than Montgomery wanted, say some, among them Bethesda Post Office manager Steve Sherrill.

''Up and down Wisconsin, there's nobody left. There's nobody left but us and the Bank of Bethesda . . . The impact is positive for business, no doubt. But as far as the community goes, you won't know for sure for a couple years.''

IT seemed to happen with almost stunning speed in the postwar years. One day bulldozers growled into the earth. The next, a skeleton of something steel became rooted to the landscape. Soon there were housing developments, shopping centers and apartment complexes.

Few places experienced it so clearly as Prince George's County.

If Montgomery County grew during the 1950s and '60s as a spillover county for the wealthy and educated in northern and western Washington, Prince George's County grew as an extension of the black community from eastern Washington.

Before World War II, Prince George's became the home of Greenbelt, one of three towns built by the U.S. Resettlement Administration as an experiment in city and social planning. During the war, the construction of Suitland Federal Center and Andrews Air Base further established the county as a natural haven for federal and military employes.

The suburban counties of Fairfax, Montgomery and Prince George's grew by 681,000 people from 1960 to 1970. Of that, Prince George's claimed the lion's share: 300,000 residents. Most were in search of moderate-priced housing. Many were looking for garden apartments. A majority wanted quick access to the Beltway and Washington. And an increasing number of those new residents were black, with an appreciable growth rate in both raw figures and percentage: from 31,001 (8.7 percent) black in 1960; to 91,808 (13.9 percent) black in 1970; to 247,860 (37 percent) in 1980.

Prejudice, both economic and racial, had its part in making Prince George's separate from its neighbors. Although Prince George's often was affected by many of the same factors that touched Fairfax and Montgomery, it seemed to draw harsher attention for its downfalls. Prince George's lagged behind its affluent neighbors in seeking a self-image that would create a tax base independent of Washington. In 1972, county leaders warned that industry there -- shopping centers, warehouses and distribution centers -- paid only 9 percent of the county's taxes. Money was not available for schools or parks.

It was a worry that became a reality. Newspapers reported that test scores of prospective college students from Prince George's were lower than those from Montgomery and Fairfax. From such reports grew a perception of Prince George's County as inferior -- an image difficult to shake.

''There is no question that people there are trying to erase some of the images that have developed there over the past 20 years,'' said Steve Kaufman, an attorney with the law firm of Linowes and Blocher. ''The thought had been that perhaps Prince George's County was not quite the place for a family to be. And I think a lot of that image was not deserved.''

''In comparison to other places in the country, we would compare quite well,'' said Karen Kuker-Kihl, a schoolteacher who moved to College Park from the District 11 years ago and who has been active in community affairs. ''But we are competing against two of the highest per capita income areas in the country. We don't have their money. They don't have our diversity.''

Kuker-Kihl moved to Prince George's County in 1974, the same year that the county began changing its process for land use planning. A new comprehensive development program was adopted. Following what its neighbors had done years earlier, Prince George's founded an economic development corporation to track growth trends. And some people began thinking that Prince George's County did not always have to look in envy at the wealth of Montgomery and Fairfax counties.

Parris Glendening, a councilman from 1974 to 1982, and now county executive, is seen by civic groups and neighborhood organizations as someone who has helped to do the improbable: begin bringing the county into the same development market that Montgomery and Fairfax have known.

In the last two years, Prince George's has approved million-dollar projects such as Konterra, a 2,000-acre complex of office space, housing, retail and light-industry units just south of Laurel on I-95; PortAmerica, a commercial, residential and recreational waterfront project just south of the Woodrow Wilson Bridge on Smoot Bay; and the Maryland Science and Technology Center, a 466-acre computer research and development park at Rtes. 50 and 301 in Bowie.

Glendening talks about those projects as the future of Prince George's and sees the changes that are coming to the once-forgotten county as part of an evolution that has come to the entire region around Washington. It is no secret that the major problem both Fairfax and Montgomery counties face today is transportation. Prince George's County, where 60 percent of the land is undeveloped and where a handful of major roads cut through to Washington and Baltimore, has simply begun to recognize the sheer strength of its own proximity, he says.

''It's been painful at times, but we've been able to learn from our neighbors' difficulties,'' Glendening said. ''In some ways, the delay in our own development spurt has been an advantage.''

LOOKING at the growth of local government in these counties gives a staggeringly clear vision of how massive the growth has been since World War II. A $54 million operating budget in Montgomery in 1960 became $600 million by 1980, $967.6 million in 1986. Fairfax spent $21.1 million in 1960. Twenty five years later, it plans to spend $783.8 million. Prince George's County spent $21.9 million in 1960, $208.6 million in 1970, $458 million in 1980, and it will spend $605 million in 1986. Add those budgets together and Washington's suburban economies rival the gross national products of some smaller nations.

In Prince George's County, the number of police officers jumped from 147 in 1960 to 918 in 1985. In Fairfax, firefighters multiplied 20-fold in the same 15 years. In Montgomery, the number of schoolteachers skyrocketed from 2,917 in 1960 to 6,339 in 1986. During that same time, the money spent on each pupil in the county rose from $509 to $4,262.

What surfaces from the counties' ledger sheets is more than a set of figures. There also comes the notion that nothing much remains from each generation's good life.

''Most of the urban areas of this country aren't what they used to be. But what does that mean?'' asks John (Til) Hazel, the developer from Fairfax who has been part of the inevitable, seemingly unstoppable evolution of the years. ''Worrying about it is kind of an interesting comment; but, to me, it doesn't have much depth.

''You're always going to have change. How you adapt is the challenge.'' it is kind of an interesting comment; but, to me, it doesn't have much depth. TEXT OMITTED