RICHMOND, SEPT. 17 -- RF&P President Frank A. Crovo Jr. said today he has "serious questions" about a plan that would make Virginia's state government pension fund the majority owner of his company and its valuable land south of Washington's National Airport.

But Crovo, in a rare interview, acknowledged that the proposal has such momentum that approval is a virtual certainty.

Crovo said that before he can support a plan that would turn over RF&P's railroad assets to the much larger CSX Corp. -- leaving his firm devoted strictly to real estate development and controlled by the Virginia Retirement System's $11 billion pension fund -- he would need assurances that RF&P's employees and small shareholders would be treated fairly.

"I have serious questions that I want answered," said Crovo, the chief executive of the Richmond-based company. "These are reservations that I just don't have enough information to evaluate yet."

Whatever Crovo's reservations, however, independent analysts said the combined clout of CSX and the pension fund -- who together own 65 percent of RF&P -- means that the elaborate plan orchestrated by Virginia Retirement System officials and announced on Friday is likely to become a reality.

Managers at the pension fund and CSX helped craft the deal, and their boards of directors are expected to endorse it. That means that only about 2 percent of other RF&P shareholders would have to go along for the proposal to win the necessary two-thirds vote of shareholders, assuming that all classes of stock were allowed to vote.

"Between the two of them, they control it," said Joseph L. Antrim III, a stock analyst who studies CSX and RF&P.

Meanwhile, Alexandria officials today questioned whether the pension fund's ownership of RF&P would create conflicts of interest for local planners who ordinarily would review the firm's development plans at the 320-acre Potomac Yard tract.

Those planning officials contribute to the Virginia Retirement System for their pension fund and when they retire they will receive payments from the fund. Development of Potomac Yard is expected to yield millions of dollars for its owners.

Alexandria City Manager Vola Lawson said today she will ask state Attorney General Mary Sue Terry to rule on whether city planners will have to remove themselves from land-use decisions involving Potomac Yard, being carried out by an RF&P subsidiary known as Alexandria 2020.

Terry's office could not be reached for comment.

Crovo said a three-member committee of the RF&P board will study the proposed deal with CSX, and probably will present a recommendation for a vote of the full board in about four months. Reflecting the ownership of the firm, RF&P's full board is also firmly in the hands of CSX and the pension fund. Eight of 12 members come from those two groups.

While this makes approval of last week's deal seem certain, RF&P's fate has proven unpredictable. A proposed merger last winter between CSX and RF&P was scuttled after Gov. L. Douglas Wilder said he was worried that the retirement system would be cheated.

At the heart of the controversy were conflicting estimates of the value of Potomac Yard. The highest estimates are about $400 million; skeptics say such figures are highly inflated in light of the environmental and zoning obstacles to developing the tract.

Under a proposal made public on Friday, CSX would take over RF&P's 113-mile rail line connecting Richmond and Washington. In exchange, CSX would give back to RF&P about $135 million in stock it owns in the company.

CSX would then sell the remainder of its RF&P stock -- about $92 million worth -- to the state pension fund for $35 a share. RF&P would then be out of the railroad business entirely.

If the deal is approved, some analysts said there is reason to wonder how RF&P will be run as essentially a subsidiary of state government. Pension fund board members are appointed by the governor.

"We're going to have a real estate company," Antrim said, "that will be run by a bunch of politicians."