The eighth-graders carom off the walls and each other. Even with the ban on bulky backpacks, there's not enough room to traverse this hall in Ballenger Creek Middle School without brushing up against somebody.

"Okay, folks, let's get going, we are late!" booms William Van Hall, principal of the most crowded school in Frederick County--projected to be the state's fastest-growing jurisdiction in the first decade of the new millennium.

Van Hall has adjusted to the situation as best he can, with creativity (lunch-time touch football to relieve pressure on the crowded cafeteria) and triage (placing as many as 37 students in honors classes, figuring fast-learners can handle big classes with fewer repercussions).

And crowding is just one of the ways Ballenger Creek represents the changes and challenges coming to fast-suburbanizing Frederick County, where enrollment at last count was 36,145.

Scores on the statewide Maryland School Performance Assessment Program tests have been slipping at Ballenger Creek in recent years, reflecting stagnating scores systemwide. The same gap exists between the scores of white and nonwhite students here that plagues many schools in the county and the region. Racial issues and youth violence are concerns being raised increasingly--something new in this traditionally majority white, rural county.

"We've got a growing population, and we're starting to have some discussions that are new for us," said Frederick County Board of Education President Ronald W. Peppe II. "The best thing is for us to keep talking."

One of those debates broke out this year over the issue of congratulatory letters sent to African American students who made the honor role. Some, including Peppe, questioned the tradition (started by an African American school board member a decade ago), saying it seemed condescending, and discriminatory toward honor students who were not black. Another decade-old tradition succumbed this year when school officials decided to stop allowing police officers to use National Rifle Association gun safety material in county classrooms.

And yet at the same time that Frederick school and community leaders are kicking off the traces of the past, they don't want to lose Frederick's cozy, old-time, small-town feel. Sure, school officials just this year made Yom Kippur an official day off, after Jewish parents complained, but they also proudly continue the tradition of closing school for a day every September for the county's agricultural fair.

"We just love that small-town feel, that individual attention you get here, the friendliness," said Belinda Kleinknecht, 38, who moved from New Jersey to the Kingsbrook subdivision just outside Frederick five years ago.

Kleinknecht and her husband carefully compared not only test scores but also the results of visits to a half-dozen school systems in the region when Charles Kleinknecht got a human resources job at a Washington company.

"Montgomery schools were older, crowded and in disrepair. . . . The principals didn't have time to meet with us. They seemed frazzled," Belinda Kleinknecht recalled. "But at Ballenger Creek Elementary, [the principal] spent hours with us."

Kleinknecht said she is concerned by the crowding but not overly so. "The help [teachers] get in the classroom makes a difference," she said, noting that many stay-home mothers eagerly volunteer at the schools.

Others, such as Sheila Holzberger, a parent in the same subdivision, are not so sanguine. Holzberger, who lived in Germantown before moving to Frederick, is none too happy that her daughter has seventh-grade classes with 36 or 37 other children.

"The Frederick County that [newcomers] imagine, with the farms and the slow pace . . . I'm not sure that that concept is really valid anymore," said Holzberger, who has a home-based business publishing company.

Her concern stems from the dizzying county growth represented by places such as Ballenger Creek Middle School, whose enrollment is more than double its capacity. From 1993 to this year, Frederick County school enrollment rose 16.2 percent--faster than every other Maryland jurisdiction except Howard County, which grew by 21.6 percent.

County officials expect growth in the coming decade to be even more dramatic. Frederick enrollment is projected to increase 14.7 percent from 1998 to 2008, just ahead of Howard (14.6 percent) and far ahead of the 2 percent increase expected in Montgomery County and Prince George's County's projected 1.8 percent drop. State enrollment is also expected to fall slightly over the coming decade.

But as the Frederick housing boom took off in the early 1990s, thanks to the outward migration of Washington-Baltimore region workers, the county's construction program failed to keep up.

"When I first came three years ago, they were adding 600 or 700 kids a year. One year it even doubled, but construction was not keeping pace," said Superintendent Jack D. Dale, noting that a more aggressive capital plan should reduce crowding substantially over the next several years.

Other school system spending remains strikingly low. Solidly in the middle of the pack among Maryland jurisdictions when it comes to wealth, Frederick is near the bottom of the barrel when it comes to per-pupil spending. At a little over $6,500 per student in 1998-99, Frederick surpasses only a few rural counties in school spending.

"For years, the government here was proud of that," Peppe said. "They boasted that we got more bang for the buck."

The place where the anemic spending is felt most sharply is in teacher salaries, which lag far behind those in wealthier jurisdictions, such as neighboring Montgomery County.

"We are losing teachers to Montgomery, Howard and Carroll [counties]. Even to Pennsylvania. We have an excellent school system, but teachers are not altruists," said Nancy Dietz, president of the Frederick County Teachers' Association. "Salaries are 10 to 15 percent below the level paid to comparable professionals in the region." A task force is looking at how to improve teachers' pay and raise the retention rate.

But amid the problems, Frederick's schools draw rave reviews from a number of parents, many of whom say that--after Frederick's affordable housing prices--its schools were what drew them to the county.

Looking at statistics such as class size, test scores and percentage of seniors planning to go to college, Kim Lally and her computer programmer husband decided Frederick would get them the most for their money.

"It was either stay in Prince George's and put them in private school or come here," said Lally, 30, who lives in another fast-growing area, Spring Ridge, and has four children, who range in age from a kindergartner to a seventh-grader.

But while many spoke of the attractions of Frederick, some also described what prompted them to flee other school systems.

When she visited schools in Rockville and Gaithersburg, Kleinknecht said, "there was not the right element there." Pressed to explain, Kleinknecht admitted she meant members of minority groups.

"Well, yes, there were a lot of discipline problems," said Kleinknecht, who is white. ". . . It's tough. You want [your children] exposed to [diversity] but not when it could cause a problem."

Diversity, however, is slowly but surely coming to Frederick and its schools--also clear at Ballenger Creek Middle School.

While the county population is about 8.5 percent minority and the school system is about 12 percent minority, Ballenger Creek is approximately 18 percent minority.

Charles Thomas, an African American design engineer who works at Fort Detrick, said racial name-calling at Ballenger was one reason he pulled his son out and enrolled him in one of the county's private schools a few years ago.

"It was because of that and the fact that they didn't want to let him take the more advanced classes, like Spanish and Latin," Thomas said.

An increasingly vocal group of African American parents has been criticizing the school system for a number of problems the parents say are being tolerated, including harassment of minorities and poor retention of minority teachers. Most recently, the local Parents Association for African American Students charged that black students are disproportionately placed in special education classes and that they are under-represented in honors classes.

Dale disagreed in a recent interview, saying that if there is a disproportion in special education placement, "it has nothing to do with race."

Peppe asks for patience and says the system is galloping to catch up with the growing numbers--and needs--of its new suburban families. Hopeful signs, he says, are everywhere: Scores on advanced placement tests held steady even after a 20 percent increase last year in students taking them. The racial achievement gap on the MSPAP, he noted, has narrowed a bit. Classrooms are being wired and a distance learning program is making advanced algebra and even Japanese classes widely available.

Frederick parent Charles Klinger said he is excited by those features and happy, after living in Germantown, to be in quaint Frederick. He's just hoping that, as his kindergartner son moves up through the school system, those assets will remain.

"They can't build houses fast enough," he said. "I'm just hoping they slow it down."

CAPTION: Sarah Lookabaugh, left, shares limited space with her schoolmates in art class at over-populated Ballenger Creek Middle School in Frederick.

CAPTION: Students file out of Ballenger Creek Middle School. The school is at more than double its capacity.