In an eleventh-hour move to bring horse racing to Northern Virginia, a Middleburg businessman has offered to buy out the financially strapped Colonial Downs racetrack near Richmond and operate it along with a track he proposes for Prince William County, provided the state will license the new track.

The offer by James J. Wilson, through his Maryland-based Equus Gaming Co., to take over Colonial Downs Inc. prompted the state racing commission yesterday to schedule a meeting for Tuesday to reconsider Wilson's plans for a $20 million track on 220 acres in Nokesville near the Fauquier County line.

Earlier this month, the commission turned down Wilson's proposal, along with a rival plan by Colonial Downs for a Dumfries track. The commission said competition between a Nokesville facility and a track that Colonial Downs runs in New Kent County likely would spell failure for both. If Colonial Downs accepts Wilson's $55 million buyout deal, competition would cease to be an issue.

Colonial Downs executives, who last week announced they were putting the New Kent track up for sale after suffering losses of $6.5 million, did not return calls for comment yesterday.

Horse racing advocates have long argued that a track in Northern Virginia--home to the state's horse breeding industry and more than 1 million affluent residents--is essential if the industry is to survive.

"We believe if Jim Wilson doesn't get the license, racing in the state of Virginia, as we know it, will be done with," said John C. Belotti, owner of HiRock Stables in Haymarket, where he has raised racing thoroughbreds for 30 years.

"Wilson has to get across to the state that it's a sport and a livelihood," Belotti said. "We need someone who is capable of promoting racing."

But the news that racing is still a possibility in Prince William wasn't cheered in all quarters. Opposition has been growing in the county against betting, and especially the television-based simulcast betting that most tracks depend on for survival.

Citizen activists and religious conservatives said they also worry about increased traffic and pledged to continue their fight.

Wilson is "wasting his time because it's never going to happen. All he's going to get here is a hard time," said Richard Wallace, president of the Nokesville Preservation Alliance. "There is a large contingent of the population that finds gambling offensive in a community where family values still matter."

Voters in Prince William approved betting on horse races five years ago, but that approval runs out Tuesday. If Wilson cannot get approval for a license from the racing commission by that deadline, racing is dead in Prince William County.

Even if the commission rules in Wilson's favor Tuesday, the Prince William Board of County Supervisors still would have to approve the track.

"We'll just have to wait and see what the racing commission does," said Supervisor Mary K. Hill (R-Coles). "The board hasn't taken a position on this, and we don't even know if it will come before us."

Wilson said yesterday that opening a Northern Virginia track under the same management as Colonial Downs would solve the track's financial problems and increase interest in horse racing.

"The people will get to know the horses, trainers and jockeys," Wilson said. "It becomes more of a sport and entertainment venture than a gambling medium."

Staff writer Dana Hedgpeth contributed to this report.