The Prince William County Board of Supervisors approved rezoning last night that will permit construction of Paradise on a wooded, 413-acre tract north of Manassas, about a mile south of Rte. I-66.

Paradise, as approved, will look much like some other places already built in Northern Virginia: It is planned as a $277-million residential and commercial development, including 2,850 residences, a shopping, restaurant and office area the size of Fair Oaks Mall in Fairfax County, a hotel and a 29-acre park.

Paradise Associates, a Washington-based development company, offered what county officials said was a locally unprecedented list of inducements, estimated to be worth $5.3 million, to help win approval of the project.

They include promises to:

* Donate 15 acres for a school to serve a development expected to bring in 1,120 pupils.

* Donate a four-acre library site.

* Develop a 29-acre park, to include two swimming pools, six tennis courts and a recreation center.

* Build a soccer field at an off-site park.

* Construct three ponds and a trail network through the development.

* Make extensive improvements on the roads leading to the site, including four-lane roads throughout the project and widening and improvement of Sudley Road, which is already choked with commuter traffic.

Project officials said they expect to break ground on the site within 45 days, and hope the development will be completed by 1990.

Paradise officials estimated that when finished, the project will create 3,200 jobs and add nearly $6.1 million a year in county tax revenue. The property now generates about $134,000 in taxes.

Given the complexity and size of the development, it was approved quickly at an hour-long hearing with little discussion.

Asked for comment, County Executive Robert S. Noe Jr. grinned and said, "I love Paradise and I hope to get there some day myself."

The project's commercial and retail space, running along the eastern edge of the site bordered by Sudley Road, will include several restaurants overlooking a seven-acre lake, according to the Paradise proposal. To the west the site widens, and the approved proposal calls for construction of 2,058 apartment units and 792 town houses.

The rezoning was approved on a 6-to-1 vote, with the lone negative vote cast by G. Anthony Guiffre, who was unswayed by the company's pledges of road improvements.

"Oh yeah, this is going to generate traffic problems," Guiffre said after the approval. "Quality of life means a lot more than curb and gutter."