"I think the first was Marshall Davis. He sold his farm to someone, and the Fairchild people, the airplane people, ended up with it," recalled 81-year-old Harry Unglesbee. He spoke slowly, pointing from the porch of his Germantown home toward the tracts of land in northern Montgomery County where he and his neighbors had raised grain and cattle.

"Those Fairchild people they put their development in right over there." Unglesbee said, pointing to an industrial park that sits a mile down the road. There, by a cloverleaf of Interstate 270 - 25 miles northwest of Washington - some 910 people go to work every day, next to their company's golf course and airstrip.

They and the 3,000 workers across the street at the huge checkerboard complex of the Energy Research and Development Administration, are part of the new Germantown, a planned community that is taking over the world that once belonged to the farmers.

Working and living five miles north of Gaithersbury and 10 miles north of Rockville, they are part of the northernmost of Montgomery County's I-270 corridor communities. With a population of just over 6,000, Germantown is a community that has not quiite coalesced. Its lifestyle tends to be equal parts cow and traffic.

It was 1955 when Marshall Davis sold off the last 221 acres of his Germantown farm. The uneven peices of land were left over after I-270 cut his farm in two.

It was impossible to run a cattle farm with a road running right down the center," remembered Marshall Davis Jr. His mother, Louise Davis, recalls that "the cloverleaf would have been under our dining room window." So the Davises sold out and headed farther out to another farm.

Ten miles to the south, down in the Montgomery County tax assessors' office in Rockville, a clerk took out the records of property owners in Germantown, blacked out the Davises' names, and typed in the name of the International Development Corporation. By 1964, the name of the Fairchild-Hiller Corp. had replaced it in the tax books and by 1966, the aircraft firm's complex had risen where the Davis family had grown grain and cattle.

Sitting among those fields now are the long low buildings of the industrial park, strung around two parking garages like spokes without wheels.

It wasn't long before other farmers followed Davis' lead, selling their land to developers and speculators for $1,000, $2,000, or even $5,000 an acre. Some left after they sold. Some, like Unglesbee, stayed around to farm the land that they and their neighbors had owned until the developers and bulldozers start to work on it.

"Those people offered such big prices," Unglesbee recalled shaking his head and smiling. "The peole around here were never used to a price like that. They thought they were getting a million dollars."

Unglesbee and his brothers and sisters sold the farm of 243 acres on Hoyles Mill Road for less than $1,000 an acre in 1959. The thought of the sale still hurts, and Unglesbee quickly changed the subject.

The change that Unglesbee has seen come to Germantown arrived in about the same way all along the 33-mile route of I-270, which linked Bethesda and the Capital Beltway to Frederick. With the coming of the road, the farms passed out of the hands of the farmers.

Few of the new owners were natives of the area they were buying into. The addresses in the tax records - Baltimore, Hagerstown, California and even Iran - grew increasingly far-flung during the rush to buy up bits of Germantown in the 1960s.

For industries, especially research firms and large federal facilities like the Energy Research and Development Administration, land along the I-270corridor was plentiful and fairly inexpensive. For developers and speculators, the land held the promise of big profits. The new workers at the new plants and office buildings would need places to live, shop and send their children to school.

For planners, the I-270 corridor offered a chance to create new and better communities in farmland like Germantown's. "This is the county's last large area in the I-270 corridor to create a large-scale, high-quality complete new community," said the introduction to Germantown's 1974 Master Plan, compiled by the Maryland-National Capital Park and Planning Commission.

The planners' idea was to build a variety of housing types, at a variety of prices, in each of six new villages. All these homes were to be 15 or 20 minutes' drive from the 30,000 jobs on the corridor.

"The point is that everyone who works in and around Germantown should be able to find a house that suits their income." said M-NPPC planner John Matthias.

That was the plan, but by the time the final version was out, the recession of the early 1970s had hit, along with series of sewer hookup moratoriums that dramatically slowed the county's growth. Development was postponed in Germantown - and so were the profits planned on by the developers.

Take the case of Baltimore attorney Leroy E. Hoffberger and his brother Stanley, a Bethesda developer. They are part of a prominent Batimore family whose financial interests range from breweries to baseball teams. It was through their cousin Jerold Hoffberger that they were first introduced to Germantown and its possibilities.

In 1961 Jerold Hoffberger joined the board of directors of the Fairchild-Hiller Corp., and at about the same time the company decided that it wanted to move its headquarters closer in to Washington and away from Hargerstown in Western Maryland.

Jerold Hofberger's cousin, Leroy, was asked to search out an appropriate site.

"Roy began to look up and down I-70S (as the road was called then in '62 and '63." his brother Stanley recalled. Leroy Hoffberger also made an arrangement with Fairchild. "Once we had filled their needs, we could put any surplus had in our own accounts," Leroy Hoffberger said.

At the end of three years, Fairchild had become the owner of about 250 acres of prime land along the highway. Among it was 110 acres of the old Marshall Davis farm, which he had sold in 1955 for about $1,300 an acre. When Fairchild bought it from the International Development Corp. about eight years later, the price has tripled.

In the meanwhile, the Hoffbergers themselves had formed a corporation and acquired a huge parcel that was to be Churchill Village, the first village of the new town of Germantown.

"We found a large number of farms that were contiguous, so we could buy land in large chunks," Stanley Hoffberger said, "Over three years we put together 1,800 or 1,900 acres." The price range, both he and his brother Leroy estimated, wasbetween $3,000 and $8,000 an acre.

The backdrop for these price negotiations was more often than not the farmers' fields or their kitchen tables. "We'd wait out in the fields for the farmer to come in off his threshing machine," said David R. Isen, a Washington area developer who joined the Hoffbergers in Churchill Investments, the partnership they had formed to manage the land.

"He'd offer us cider, and we'd sit around his kitchen table and talk," Isen said.

Once the land was assembled, the detailed planning started. The Hoffbergers hired planners and by the mid-1960s a complete plan was assembled, calling for a total of 8,200 dwelling units to be built on 1,500 acres over a period of 16 years. When the process was finished, the result would be a self-contained community of homes, stores, offices and about 25,000 people.

Up until 1968, the land's zoning stood in the way of this plan. Leroy Hoffbergers said that the "RR" or rural residential zone was in effect on most of the Churchill land when they bought it. Then in 1968, Churchill Investments and Germantoen Investments Co. Inc - a corporation whose stock was wholly owned by the Churchill partnership - got the town sector zoning they needed for their project.

Town sector was the same zone that had been granted to the developers of Montgomery Village, that fast-growing nucleus of Gaithersburg's boom. And, like Montgomery Village, Churchill was supposed to yield a handsome profit to the people who invested in it.

Then things started to go wrong. the first builder who contracted with Germantown Development Co. Inc. to put up Churchill Village backed out after his plans were already approved and sewer hookups granted. "We were back at ground zero, we had to find another builder and get new plans," said Stanley Hoffberger.

Meanwhile, money was going into such capital projects as the new lake and road, and there was always the interest on about $6 million in land mortgages to be paid off. no money from home sales was coming in: there were no homes.

So the development of Churchill stopped, almost completely, for about five years.There are 200 homes now. Two-thousand sewer hookups - valuable commodities in this time of sewer moratoriums - remain unused.

In 1972, the Hoffbergers and their partners had had enough. They sold the stock of Germantown Investment Co. Inc., the corporation that held title to the town sector land, to a land development firm called Croyder-[WORD ILLEGIBLE] subsidiary of the American Cyanimid Co.

That began a rapid series of changes in the corporated ownership of the land, and spiraling problems for all involved.

Even with the problems. Hoffberger and other observers agree that Germantown's slow start as a growth area is only a temporary phenomenon, and growth will come. Even so the lull may have cost developers and speculators the profits they had planned on.

The only people whose financial expectations weren't dashed by the adverse series of local and national events that combined to hold back Germantown's growth were those who were there at the beginning. "The farmers are the only ones who made any money off the land: they're sunning themselves in Florida," said Stanley Hoffberger.

Harry Unglesbee isn't so sure. "A few of them went to Frederick." he said. "I don't really know where the others went. A lot of them died. They might have wanted to stay here, but cause of the extortion price that was offered for it, they almost had to sell their land. It was such a big price."

It wasn't an easy move for Marshall Davis, either. He had moved north from Gaithersburg to Germantown as he saw the surburbs creeping northward in the 1940s. He moved to the Urbana area in southern Frederick county when the road came through.

Davis died five years ago, before he could see the newest suburbs licking at the flanks of his family's new farm.

"We almost had to leave Germantown," his son said laconically of the farm his family worked for a decade. "I suppose we could have made more money if we'd held onto the land longer. But my father did want he wanted to do."

His voice was emotionless as he added. "He might not have wanted it before the road came. But the road changed everything."

Next: A block is born.