Change is once again coming to Clarendon with the County Board's approval last week of plans for an office condominium and apartment complex that will be home to small-business, residential and retail space.

In a pair of votes, the five-member board approved the rezoning of a one-acre swath on Clarendon Boulevard between Fillmore and Garfield streets across from the Market Common apartment and commercial plaza that opened this year. The board also approved site plans for the project, which will include 308 apartments, space for ground-level retail shops and public parking.

The development will replace the neighborhood's Gold's Gym and the adjoining parking lot, which for years was the site of a Grand Union supermarket back in Clarendon's heyday as a commercial strip. Construction on the project, developed by the Arlington-based Bush Cos., is slated to begin the middle of next year, with completion of the two-phase project in 2006.

The project, which will consist of three 10-story buildings and one six-story building, was the subject of much community discussion and debate. Some residents expressed concern that the project is yet another step in turning the area into a Ballston. Neighboring Ballston is often derided by Clarendon residents as being too much like Manhattan and not enough like the airy neighborhood they have come to love.

In addition, some residents said that they wanted to see more commercial development on the Gold's Gym site as a way of keeping a balance between apartments and retail stores. Neighborhood residents have often expressed concern that their community is becoming too crowded too fast, and that county officials need to keep residential growth modest.

"I moved to this area because I was looking for a neighborhood," resident Jo-Anne Basile said at a public hearing earlier this month that featured several dozen speakers. "Now, the sense of community has started to erode. . . . This project is too much and too dense."

She and a dozen or so other speakers complained that the project is devoid of character and that the County Board should have reconsidered the buildings' height and scale before approving it.

Others, however, said that the project is a good attempt by the developer to build a mixed-use development near Metro stations and that it would only be an asset to the neighborhood. Some lauded the project's design and said that the differing heights will help reduce the project's impact on the neighborhood's landscape.

"This is a good development and a welcome addition to Clarendon," said neighborhood resident Peter Spaulding.

Many community residents also expressed concern about initial plans to incorporate 14 affordable housing units into the apartment complex. In the last several years, the county has required developers to offer lower-cost, affordable units in the midst of their market-rate property, particularly in Clarendon. The object is to ensure that middle- and low-income residents have housing options close to Metro stations. Officials also hope to keep fast-gentrifying neighborhoods economically diverse as housing prices and rents across the county continue to rise. In exchange, developers are awarded "bonus density" opportunities that allow them to add more intense development to their complexes.

But many residents argued that the units offered by Bush would not help truly low-income residents. The apartments would be for sale at a reduced rate to residents making 60 percent of the median income. Opponents said that because the units could be kept even after a tenant's financial condition improved, the units likely would subsidize people who ultimately might not need it.

"From an affordable housing standpoint, there are a lot of problems" with the project, said Lawrence Mayer, a member of the Clarendon/Courthouse Civic Association. "This plan looks at [affordable housing] desires without looking at the factors."

County Board members, in their deliberations, agreed that the county's affordable housing goals could not be adequately met with the plan that Bush offered. Instead, the company will pay $1.5 million to Arlington's affordable housing trust fund, money that will be used to either redevelop or build other affordable housing units in the Clarendon neighborhood.

Nonetheless, lawyers for the developer said that the county will be well served by the development, which features small-business office space owned by companies -- something Arlington has little of. These offices are usually owned by small trade and business associations, similar to the ones that have found a home in Old Town Alexandria on King and Washington streets.

"This is something that Clarendon and Arlington really needs," said Nan Terpak, a lawyer for Walsh, Colucci, Stackhouse, Emrich & Lubeley of Arlington, referring to the owner-occupied office space.

Although board members agreed with that assessment, they were more taken with the fact that the complex illustrates the development of urban projects near Metro stations, which the county has championed for more than 30 years. The development -- with a peak height of 110 feet -- is two blocks from the Clarendon Metro station, and the sector plans call for taller buildings to be built close to stations. Several board members said that is the type of development the county wants to encourage.

"This is one of the best examples of smart growth, and I didn't see how I couldn't vote for it," said County Board member Barbara A. Favola (D). "We'll have to maintain a careful balance, as the residents have pointed out, but this project is moving us in the right direction."

Board Chairman Chris Zimmerman (D) said: "If there's anywhere 110 feet is appropriate, it's probably on this piece of property. . . . When I hear people talk about the need to save Clarendon, I couldn't agree more."

Creating a balance between commercial and residential development, determining what kind of affordable housing will work, and deciding how tall buildings should be will be a continuing debate in Clarendon as the neighborhood slowly transforms from a community of mainly funky art deco architecture to one with more contemporary structures.

Residents soon will get their shot at plotting the neighborhood's future as the Clarendon Task Force, a group of residents and county officials, begins meeting to take a hard look at the community's master plan. The group's work is expected to take about a year.

Some Clarendon residents and activists said that although the development approved last week is acceptable, they would like to see fewer such massive complexes in the future and hope the next 12 months will help define their vision.

"I certainly would have been happy if the project was smaller, said Peter Owen, president of the Clarendon/Courthouse Civic Association. But he added that finding a mix between the residential and commercial is essential. "We don't want to be a bedroom community, but we don't want to be an office park, either. That's the balance."