In 1945, Paul D. Mills, a successful Montgomery County farmer and dairyman, had a vision.

For years Mills had proudly exhibited his prize Jersey calves in the annual Rockville Fair. Farming was his business, but the fair was his passion. Hard times had brought this pleasure to an end when the fair went bankrupt during the Depression in the late 1920s.

Mills, whose family has farmed the Gaithersburg countryside for five generations, decided to try to revive the fair when the end of World War II brought hopes for a new prosperity.

"A bunch of farmers got together and decided the first step to a new county fair was buying some land in the Gaithersburg area," said the powerfully built, 73-year-old Mills. "We found someone who sold us the 70 acres cheap, and began to look for a way to turn it into a fairgrounds."

And so began the tremendous enterprise of converting acres of woods into the Montgomery County Fairgrounds, where the county's 33rd annual fair will open Monday.

From its humble beginnings, the fair blossomed slowly into one of the largest and, according to devotees of county fairs, one of the best east of the Mississippi.

Mills was no stranger to breaking new ground or hard work. Years earlier, he had erected miles of telephone poles from his home to Rte. 28 so that he could get a line for his fledgling dairy business.

He and his colleagues knew that it would take much sweat to convert the wooded land into a fairgrounds. But he wanted a fair so badly that he wasn't willing to wait until the work was finished.

"That first year 1945 we had the cows tied to trees in the middle of the woods, but we didn't mind," he said. "It was so nice to exhibit and be a part of it all again."

After that first exhibition, the work began.

"We would find farmers who were willing to donate wood and would go far and wide to bring it to the fairgrounds," Mills said. "Then we got more volunteers to construct the first barns, grandstands and steps. It was all volunteer materials and labor."

These volunteers formed the Montgomery County Cooperative Agricultural Center, the nonprofit organization that operates the fair. Still largely volunteer, the group subsists on fair revenues and other events run at the Gaithersburg grounds during the year. Mills was an executive with the group.

Mills, passing his hand over a lined face that still shows strong youthful features, said he and his colleagues worked so hard because they didn't want Montgomery youth "growing up without the county fair."

The fair is primarily a youngsters' showcase, with many participants in their teens. Exhibits are divided and judged in two categories: 4-H and open class.

Livestock is the mainstay of the fair, but additional exhibits include crops, arts and crafts. In all, fair organizers expect more than 5,000 participants to show more than 15,000 exhibits before the fair closes on Aug. 29. Organizers expect that this year's attendance will surpass last year's 350,000.

Judging goes on all six days of the fair. Ribbons and cash prizes are awarded for the best livestock in numerous categories, for cakes, embroidery, floral arrangements, photography, macrame and more unusual crafts, such as furnished doll houses, stained-glass birds, and painted goose-egg shells.

The Mills family will be represented this year by Kandy Weiger, 14, who will continue a three-generation family tradition by showing four Jersey calves.

Mills, who retired last year as an active fair organizer, said that one of his favorite events -- the horse pull -- also is one of the fair's major attractions.

"I had one of the the best horse teams for years," Mills said. "One year it was real muddy and some trucks got stuck in the mud. They used my horses to pull them out."

In this competition, each pair of horses or mules must pull a prescribed load for 27 1/2 feet. The contest will be held at 7 p.m. Tuesday.

Other exhibitions will include a demonstration of how to make a gingerbread house, scheduled for 3 p.m. Tuesday; a display of antique farm machinery, to be held on all six days; and a story hour for children, scheduled during the lunch hours.

Food and drink will be sold at booths throughout the fair and home-cooked meals will be available in the fairground dining room, which holds about 400 people.

And because a county fair wouldn't be a county fair without a carnival and midway, rides and games are planned in abundance.

The fair offers easy access for the handicapped, with special parking areas set aside for them.

Mills said that when he surveys the fairgrounds and sees all the results of those early efforts to establish the event, he is awed.

"It is good when something that is important to you becomes so successful," Mills said. "And now that I have retired and don't have all the responsibility, I can enjoy the work and know that the area's youth will still have a fair."

To get to the fair from the Beltway, take Interstate 270 north towards Frederick. Exit at Route 124, (Montgomery Village Avenue-- Quince Orchard Road). Take the second ramp, going west on Quince Orchard Road. Turn left at the first traffic light and follow the signs. From Rockville, take Rte. 355 toward Gaithersburg and follow the signs. The fair is open Tuesday through Aug. 29, from 7 a.m. to midnight.