It was the hub of the eastern seaboard's railroads and then sat empty and desolate for a decade. Many a developer's dreams rose and fell on the enormous swath of land, more than twice the size of the Mall. Finally, the old Potomac Rail Yard is about to undergo the transformation that Northern Virginia officials have anticipated for years.

Commonwealth Atlantic Properties, owner of the 400-acre parcel that straddles Alexandria and Arlington, will go before Alexandria's City Council tomorrow night with a plan to build 10 million square feet of town house, hotel and office space within view of the Washington Monument and the U.S. Capitol.

The long-discussed proposal is likely to win approval, council members say, but debate continues over whether it will be just another dense, suburban development, as some neighbors fear, or something special, as the developer promises.

"With this opportunity is a terrific responsibility," said Richard Gilchrist, president and chief executive of Commonwealth Atlantic. "You're on the Potomac River. You're next to the nation's capital. You're next to Alexandria. You want to do this right. None of us have worked on anything that has the seriousness of purpose of this. You want this to be another point of pride for the region."

The development could help rev the economic engine of the inner suburbs, offering a counterforce to the booming job growth outside the Capital Beltway, said Stephen Fuller, a professor of public policy at George Mason University.

"From a regional economic standpoint, it has a potential for being a very positive influence," he said. Fuller said adjacent neighborhoods, once home to railroad workers and still somewhat blue-collar, are likely to become the residences of young professionals.

As envisioned, Alexandria's 300-acre portion of Potomac Yard would sprout 61 acres of park, including a 2.5-mile bike path along Metro and CSX rail lines; a 625-room hotel with extensive conference space; a town center modeled after Reston; an actual "Main Street"; and a five-lane thoroughfare called Potomac Avenue.

The result would be less than 6 million square feet of development in Alexandria's portion of the yard. That's far less than the 16 million square feet once proposed by another developer, and a happier ending than the Redskins football stadium or the massive Patent and Trademark Office once pitched and rejected.

Critics of the current plan predict it would be an eyesore nonetheless, with jampacked town houses, traffic problems and unappealing park space.

"We certainly could have gotten worse, but we also could have gotten much, much better," said Poul Hertel, president of the Northeast Citizens Association, a neighborhood that abuts the southern end of Potomac Yard. "The density's much worse than people realize."

Hertel said planners need to factor in the yard's enormous strip mall, which opened in 1997 and houses Target, Shoppers Food Warehouse and Barnes & Noble, among others. The Metrorail stop once planned for the site needs to be reconsidered, Hertel said, in light of the shoppers drawn to the mall's 600,000 square feet and the 5,000 people expected to call the yard home.

The developer is setting aside land for a Metro stop, but city officials say the $50 million price tag is off-putting, at least for now. A recently stoked proposal to build a $400 million trolley system along the corridor draws even stronger disapproval.

"I just don't think that we have the luxury of building something now in anticipation of something happening in the future," said Thomas O'Kane, Alexandria's transportation chief.

The roads and bus service planned for Potomac Yard would meet traffic demands, O'Kane said, but residents and Charles E. Smith Cos., which controls most of neighboring Crystal City, predict traffic woes for the already bustling corridor.

"Without adequate transportation initiatives, we will all suffer," said Scott Sterling, Smith's vice president for public affairs.

The developer is confident not only that traffic will flow, but that the new community will have an appealing feel to it, with 8- and 10-foot-wide sidewalks, a few signature boulevards with islands of green, garages accessible only from the back and 90 percent of the buildings having five or fewer stories.

Lee Quill, the development's principal architect, said Potomac Yard's neighborhoods will be pedestrian-friendly.

"We want people out of their cars," he said. "This developer wants to do a quality project."

Although some residents dispute the claims, a couple of adjacent neighborhood groups applaud the developer's vision. Bill Hendrickson, president of the Del Ray Citizens Association, said his group is largely supportive.

"We think that they do a pretty good job with the residential development," he said. "Some people believe that it's far too dense, and it is indeed going to be the densest residential area in the city. But if the design guidelines are implemented faithfully, that will mitigate the impact of the higher density. It could be quite attractive."

For decades, the land belonged to RF&P, formerly the Richmond, Fredericksburg & Potomac Co. In 1991, the Virginia Retirement System bought a controlling interest in the yard, then sold it in 1996 for an estimated $570 million to Lazard Freres & Co., which today owns Commonwealth Atlantic. Alexandria's share of the land has an assessed value of $225 million.

In addition to the long, skinny parcel of land between Alexandria's Braddock Road Metro station and the southern end of Crystal City, Commonwealth Atlantic owns two other former chunks of the rail yard. One is in Crystal City; the other is a 40-acre swath south of the 14th Street bridge, which Gilchrist said will become an Arlington County park.

Commonwealth will ask the City Council for four things tomorrow night: a master plan amendment, rezoning, approval of an overall concept plan and approval of a transportation management plan. Council members say they expect to vote that evening before adjourning the 6 p.m. public hearing.

Arlington's County Board will have its turn early next year, but Gilchrist said ground will not be broken until 2001, and construction could last 20 years. Commonwealth intends to maintain ownership of the valuable real estate, which is one of the last undeveloped tracts in Alexandria.

For that reason, and because of the project's size and prominence, City Council member David G. Speck (D) calls tomorrow's decision "historically big."

Fellow council member Redella S. "Del" Pepper (D) said, "What we put there is going to have a whole lot to say about what we become."

Proposed Development

Commonwealth Atlantic Properties will go before Alexandria's City Council this week with its development plan for a 400-acre parcel of the old Potomac Rail Yard. A look at what's being proposed:

Total for the Site

Offices 1.9 million square feet

Hotel 625 rooms

Multifamily residences 734 units

Stacked town houses 733 units

Town houses 733 units

Retail 735,000 square feet

Total residential units 2,200 units

PARCEL A PARCEL B (constructed)

Stacked town houses 70 units 128 units

Town houses 174 units 145 units

Total residential units 244 units 273 units


Retail 15,000 square feet


Offices 855,000 square feet 90,000 square feet

Hotel 625 rooms --

Multifamily residences 274 units --

Stacked town houses 40 units 150 units

Town houses -- 82 units

Retail 80,000 square feet 5,000 square feet

Total residential units 314 units 232 units


Offices 90,000 square feet --

Multifamily residences -- 60 units

Stacked town houses 225 units 120 units

Town houses 182 150 units

Retail 10,000 square feet 15,000 square feet

Total residential units 407 units 330 units


Multifamily residences 400 units

Retail 10,000 square feet

Total residential units 400 units

SOURCE: Commonwealth Atlantic Properties