From his quiet corner of Virginia, alongside a lazy river and astride an ailing highway, the mayor of this small town of old motels and gas stations complains that progress has taken an unnecessary detour around him.

"We're kind of forgotten here," says Mayor John Motley, who blames the ruling class of Caroline County -- a lush, sprawlng expanse of farms and woodlands midway between Washington and Richmond. The mayor says the county's leaders have allowed the industrial boom that has enveloped most of Virginia to avoid Caroline County, where unemployment stubbornly remains among the highest in the state and more than half the employed must work elsewhere.

All this, Motley argues, is a legacy of white land-rich aristocracy that has permitted Caroline to remain too rural for its own good.

"Caroline County is backwards as far as I'm concerned," says Mayor Motley in a slow, considered drawl. "There is no industry here. Nothing for the young people. The Board of Supervisors' idea is to keep the county the same as it's always been."

Victims of Caroline's pristine character are the poor, particularly blacks, who make up 51 percent of the county's 18,000 residents. Trapped on small, fallow farms and sometimes in cheap, federally funded housing, the poor here often are unable to find nearby employment to lift themselves out of the rural poverty that has long been synonymous with the South.

"The people who control things in this county want things to stay as they are, rolling and rustic," complains Joseph Adams, a Bowling Green undertaker and president of the black Caroline Civic League. "They could care less if the poor working people have to drive 70 miles back and forth every day to work."

County farmers and public officials deny that they are trying to blockade progress. They concede that during the past decade some industries have been denied entry to the county. Those companies were, as one official put it, "not admirable."

"The Board of Supervisors is very concerned about industrial growth," says Edward Ayers, the county administrator appointed by the board. "We want industry but we want to be selective. It's a slow process."

The lack of growth has infuriated blacks and some merchants who accuse the large landowners of conspiring to keep real estate taxes low. Caroline officials counter that it is hard to attract good industry to a county that doesn't have a sophisticated water and sewer system.

"Our view has been if they [industry] want it bad enough they'll pay for it themselves," says Cecil Viverette, a member of a county organization studying growth possibilities.

"If you spend nothing you get nothing," answers Edward Ragland, the state director of the Farmer's Home Administration and a resident of Caroline. "Unless the board is willing to make some investments, we won't get the best kind of industry."

What makes Caroline's slow growth so galling to some is the success neighboring counties have had attracting industry. Spotsylvania County, for example, which is just to the northwest, is currently the fastest-growing county in Virginia.

Caroline's horizon has not a whiff of factory smoke.

Except for an aluminum ladder company, there is not a single business in the county that employs more than 100 people. Per capita income in the county was less than $6,000 when last computed two years ago which put Caroline 85th among the 136 counties and cities in Virginia. And black leaders moan that things haven't improved any since.

While unemployment in the state was 4.5 percent this spring, Caroline's was double that at 9.2 percent. And the number of people receiving food stamps here is 30 percent higher than the Virginia average, according to a study made by Caroline's welfare director, Robert Kassebaum.

Despite these statistics, county administrator Ayers contends that the economic situation in Caroline is not serious. He disputes the accuracy of the state's unemployment statistics.

I don't know where the eight or nine percent are," says Ayers, in his office in Bowling Green, the county seat. "We don't see them around here."

One county welfare official confides that there is a reason for that. "We are fixing it so people don't have to look at them, giving welfare and food stamps to keep them off the streets. The people who run things in this county . . . don't do anything for the blacks."

The debate between the landowners and the wage earners in Caroline, a debate that for the most part pits black against white is similar to ones that echoed across the South in the 1960s and 1970s, reached a peak last spring in elections for the four county supervisor seats. In a county where campaigning is generally considered unseemly, the contests were heated.

When the votes were counted, the balance of power in Caroline had shifted, slightly. One of the three conservative landowners on the board had been defeated by a black, pro-industry candidate. Another black candidate was defeated by only 56 votes, leaving the board split with two black and two white members.

"We were on the verge of really changing it," says Adams, the black civic league president who led a drive to register black voters in the county. "The way it is now it's kind of a standoff."

One of the major issues of the campaign was a land use tax passed last year by the board. As a result of that tax, land that is used for farming or to grow timber, will in the future be assessed at approximately 75 percent of its market value while other county land is assessed at full value.

Since 77,000 acres, or one third of the county is taken up by the Army's sprawling Fort A.P. Hill and more than 70 percent of the remaining county land is either farmed or woodland, tax opponents argued that the measure put Caroline's already narrow tax base on starvation rations.

"At the hearing on the land use tax there were only about 20 people there to support it and 1,000 people who were not in favor," says Walter Lowe, the black candidate narrowly defeated in the last board election.

But farmers in the county argue that the same economic forces that are hurting wage earners are also punishing the farmers.

"The taxes on this farm could eat you up," says Welford Orrock, the owner of a 700-acre dairy farm and the supervisor who lost his seat on the county board last spring. "If you assess farm land at 100 percent you cannot keep it a farm. And when you kill the farmer, you kill everybody."

Orrock attributes his loss to the controversial land use tax which he supported as well as to his portrayal as a land baron interested only in keeping property taxes down, an image he says is wrong.

"I'm for everything that will help everybody," say Orrock, who spent 12 years on the board and promises his loss won't keep him out of politics. "I ain't no dead duck yet."

Nor is the issure of the huge Army post, used mostly for summer encampments by East Coast reservists and National Guardsmen.

Besides depriving the county of a large chunk of land, the 40-year-old fort has created an unusual buffer between Port Royal and the rest of the county. Pinched between the fort and the Rappahannock River, Port Royal is separated from the rest of Caroline by 12 miles of Army land. It is, says Mayor Motley, an easy place to be overlooked.

"What few services we have in rural counties, we don't get as much of them over here," says Motley, who was among the 3,500 people forced off the land when the Army bought it in the early 1940s. For a 14-room house, a grocery store and 75 acres, Motley's father received $8,000.

Motley and his wife Vivian now own a trailer park, a motel, a renovated tavern, a print shop and a mostly empty shopping square. In the somnolent town of Port Royal, the Motleys appear almost frenetic.

"The businesses here depend on traffic," says Motley, standing in front of his tavern on U.S. Rte. 301 -- the road to Baltimore -- which bisects the town. "But there aren't near as many people traveling. The price of gas is keeping them home."

Like the black wage earners who must drive to Richmond, Fredericksburg and Washington to find employment, Motley is an ardent booster of new industry. But there is a strain of pessimism in his conversation.

"The county will wake up one day," says Motley. "I just hope it's not too late."