Three years ago, the prime topic of conversation in this aging Fauquier County farming village was how close it was to bankruptcy. And few were talking about it in hushed tones, since they often had to shout just to be heard over the trucks that rumbled along Virginia Rte. 55, bound for someplace else.

People here still have to shout sometimes, but nowadays it's the sounds of saws and hammers that drown out conversations. And no one's talking about bankruptcy, not when the town has cash in the bank and hasn't raised taxes in two years.

Fact is, in the midst of the nation's worst economic crisis since the Depression, The Plains, population 400 -- give or take a few -- is booming and the prospects are for more of the same. Its secret?

"We have two very wealthy men who have bought up a lot of property around here, fixed it up and went out and attracted new business," says Town Council member Louise Adams with a laugh. "That and I-66 was completed so the trucks don't come through town anymore."

The man everyone says is chiefly responsible for the economic explosion in The Plains, where at least nine new businesses have opened in the last 12 months, is Arthur W. Arundel, the multimillionaire owner of several weekly newspapers in the heart of Virginia's hunt country.

In the past three or so years, The Plains Village Trust, a nonprofit operation Arundel set up to breathe new life into the community, has spent between $300,000 and $400,000 to buy and renovate 11 old buildings in the heart of town and build two others.

The trust also has aggressively advertised in area newspapers for individuals who would like to start businesses there -- and been inundated with at least 400 calls from those interested.

"It was one man's dream to have a home he could be proud of," says Barbara Mayberry, the trust's manager in The Plains and wife of Arundel's farm manager.

Arundel, however, is not alone in sprucing up the town. Fellow hunt country resident Donald W. Patterson Jr., a millionaire who has ties by marriage to the Mellon family of Pittsburgh, has been doing a little remodeling on his own, having transformed one aged structure into a professional building. He is currently considering turning another into a restaurant.

"In the past, The Plains was just looked on as a place you drove through on your way to someplace else," says Mayor Michael Thompson, manager of the local branch of the Fauquier National Bank. "But now people are saying, 'Hey, The Plains is a nice place to live.' People in the town shop in the town now . . . . Property values are going up where before they were staying flat. The town is solvent. Everybody's real happy about it."

Only a couple of years ago, The Plains had all the signs of a dying community. Aging, often neglected houses and not a few shacks lined its streets. Trash littered roads as well as yards. "It was bad -- very, very, very bad," says Mayberry. "The places were just falling down and I was ashamed to say I was from here."

At the root of its troubles, townsfolk said, were the closing of the train station in the late 1960s and the trucks and cars that zoomed through town along Rte. 55, which was long the only major east-west highway in the area. Together, those factors reduced the town to little more than a truck stop. But in the late 1970s, with the opening of the I-66 interchange nearby, the first rays of hope appeared.

"Completion of I-66 took a lot of through traffic out of the village," says Patterson, whose family home was burned to the ground in 1967 when a passing oil tank truck collided with a train in town and burst into flames. "It really freed it to be itself, to be a village."

Meanwhile in the mid-1970s, Arundel, who had lived in McLean, purchased a farm seven miles outside of town. He was, it turned out, none too happy with the state of things in The Plains.

"When I went into my new hometown, it looked like it was about to blow away in the wind," says Arundel. "I said, 'Why doesn't someone do something about it?'--and then I looked in the mirror."

Arundel began traveling around Virginia, then New England, ultimately visiting England's Cotswolds region twice, all in search of villages that would provide architectural models for his renovation dreams in The Plains. "My basic aim was to bring it back to life as a country, farming, fox hunting village," says Arundel.

Arundel's trust began its major push in the village last year, an event chronicled in a letter written in November by Joyce M. Otto, Arundel's executive secretary:

"April 2, 1981 -- The Big Clean Up -- Four (4) dump trucks and a huge bulldozer, personally led by AWA Arthur W. Arundel , plunge into a 40-year accumulation of debris and shacks (some 230 tons) in and around deteriorated buildings in the center of the village. Town mood changes visibly from despair to hope with major signs of action."

Four months later, the actual reconstruction and renovation work was under way.

Poki Miller, a resident of nearby Delaplane who now operates a wine and cheese shop in space she leases from the trust, was one of the first to take advantage of the Arundel renewal effort. She became involved reluctantly after mentioning to friends that she wanted to start a business in nearby Middleburg and they suggested she look at The Plains instead.

"I said, 'Ugh! The Plains! You must be kidding,' " says Miller. "But it's been a lot better than I expected. Every week I see new people coming into the shop. Besides, it's an adventure seeing a town really go from being a dump to really bustling."

Today, townspeople proudly note that the village has a butcher shop, beauty salon, remodeled grocery store, its first restaurant in 15 or 20 years, a nursery, gift shop and antique store. By mid-October, the village will even have a blacksmith.

"Anything we can do to kind of pick up the community," says Patterson. Adds Arundel: "There's not a sour note in the whole thing."