Democrat Gerald L. Baliles, a 45-year-old lawyer, will be inaugurated as governor of Virginia at noon Saturday in a ceremony steeped in tradition that will also install the first black and the first woman ever elected here to statewide office.

In a event that Gov. Charles S. Robb said will strike down "barriers three centuries old," L. Douglas Wilder, 54, a black Richmond lawyer, will become lieutenant governor, and Mary Sue Terry, 38, a lawyer from rural Southside, will take the oath of office of attorney general. Both are also Democrats and were elected Nov. 5 in a sweep that was largely credited to Robb, who cannot succeed himself under Virginia law.

The inauguration, which will use the north face of the white Capitol designed by Thomas Jefferson as a backdrop, will be the centerpiece of weekend festivities including a white-tie-and-tails ball, political receptions, galas, a prayer meeting and a parade.

Baliles, 46, who will take the oath with a Bible he used as a child in Sunday school in rural Patrick County, is expected to concentrate his address on the need to improve the state's public transportation system, a topic virtually ignored by Robb Wednesday in his final speech to the General Assembly.

Officials expect that about 10,000 people will crowd into the magnolia-dotted Capitol Square to see the inauguration, while several hundred dignitaries, including Australian Ambassador S. Rawdon Dalrymple, D.C. Mayor Marion Barry and former New York mayor John V. Lindsay, are to perch on the massive bunting-draped bleachers erected against the Capitol.

The Inauguration Day weather is expected to contrast sharply with the windy, 33-degree temperature that state officials, including then-Virginia attorney general Baliles, endured four years ago.

The eight telephone lines into the inauguration offices were jammed today, and hand-lettered signs on the plate glass doors carried the messages: "NO tickets within" and "Sold out: Friday Gala and Saturday Ball."

"It will be the biggest inaugural ball in history," said Curry Roberts, a spokesman for the inaugural committee. A formally attired crowd of about 10,000 is expected to attend the $25-a-person ball in the Richmond Coliseum, he said.

The inaugural committee will use proceeds from the ball and tonight's gala to defray expenses of the $250,000-$300,000 weekend. The state contributed $150,000 for the swearing-in ceremony and the parade through downtown Richmond after the event.

The most lavish event of the weekend was a $250-a-plate formal dinner given tonight by Wilder's "Underdog Fund" for political candidates. Seated at an elegantly set table with Wilder were Richmonder and tennis star Arthur Ashe and state Del. Owen B. Pickett (D-Virginia Beach) and his wife Sybil. In addition to passing Virginia champagne, Wilder and Pickett appeared to pass an olive branch signaling an end to a celebrated feud that began when Wilder helped block Pickett's run for the U.S. Senate.

While a steady stream of moving vans surrounded the Capitol today, whisking away the belongings of members of the Robb administration, Capitol groundskeepers took advantage of spring-like weather to manicure the lawn. Robb is returning to Northern Virginia to practice law.

In brief ceremony today, Robb stood in the hall outside his third floor Capitol office while his wife, Lynda, unveiled an oil portrait showing Robb seated in a dark suit, his legs crossed.

"It's less than 25 hours before I become a has-been," Robb joked as a small crowd of friends and office workers joined him for hot apple cider and brownies.

The new state officers will begin Inauguration Day with a prayer service at St. Peter's Episcopal Church before they change into inaugural garb -- black tails and top hats for Baliles and Wilder.

Terry will not wear the traditional inaugural outfit, however. Said her transition team director, Mark Emblidge, "I don't think it is her style."