The winds howl down from the mountain passes, sometimes hurtling across the valley with numbing velocity, tossing around storm clouds like so much dirty laundry. Primal forces sweep constantly through the basin, bringing remnants of storms to the north or the blistering heat from the desert to the west.

It can be a harsh and primitive land. But by night, as the lights come on across the cities, the valley sparkles like a tranquil sea in the moonlight, crystalline in its beauty.

Four hundred years ago, explorers first crossed the Rio Grande into this barren territory. Today, seemingly against all odds, El Paso is a booming industrial complex, the 28th largest and third-fastest-growing major city in America. But a tranquil sea it is not. El Paso is running out of water.

"Come here, let me show you," says Ray Pearson.

Pearson, one of the town's leading attorney's bounds up from his desk, out into the hallway and up the elevator to the top floor of the bank building, where huge glass windows epose the valley by day.

To the north are the Franklin Mountains, rising 5,000 feet above sea level; to the east are rail yards, factories, warehouses, refineries, shopping centers and houses comingled in one great urban stew. To the south and west are the Rio Grande and beyond it Juarez, Mexico, a city that is growing faster than El Paso. Twenty years ago there were barely 600,000 people in the region. Today there are at least 1.3 million.

"Over here," Pearson says, and he moves to the buildings' west side. "It's out there." He points to an opening in the mountains where the desert begins to take shape. "You can't quite see it from here."

Indeed you can't. Pearson is pointing to water -- underground water in the Mesilla Bolson, enough water to satisfy El Paso for a hundred years or more -- if only the city could get it. The water lies under New Mexico's land, locked up tightly by that state's statute prohibiting the exportation of ground water to another state. El Paso has filed suit to get it, and has hired the prestigious Houston law firm of Vinson & Elkins -- John Connally's firm -- to handle the case.

"We're looking ahead," says Mayor Tom Westfall. "It took a long time to plan this action and it will take a long time in the courts, and it takes a long time to develop a water area. But unless we can get the New Mexico water, we will have to limit growth."

Unlike other Sun Belt cities, the source of El Paso's growth is mostly from the south in Mexico, rather than from the North, producing a huge, mostly Hispanic pool of cheap labor that has attracted labor-intensive industries from other parts of the United States. The city's unemployment rate is about 8 percent, despite the doubling of manufacturing jobs in El Paso in the last 15 years and the investment of about $5 billion in outside capital.

The boom began in earnest little more than a decade ago after Mexico altered its tariff laws to make it attractive for U.S. industries to set up operations along the border. Originally, the plants were located in Juarez, but now they are being established on the American side as well.

The population growth in the region has begun to strain El Paso's resources, and because it is bordered on three sides by Mexico and New Mexico, it has few options on where to seek its water. "There's not any new source of water within 100 miles of El Paso in the state of Texas," Pearson says.

Thirty years ago, the Rio Grande provided 50 percent of the city's water. Today, the figure is down to 10 percent, according to city water commissioner John Hickerson, and the prospects for getting more from the river are dim.

The only source of additional water is the neaby Hueco Bolson (a bolson is where water collects underground), but it is already the city's principal supplier, and El Paso is using water from the Bolson faster than it can be replenished.

At current rates of consumption, El Paso will not deplete its principal water source until early in the 21st Century, but serious problems could occur within 15 years. That may sound like a long time, but in the life of a city it isn't. "You don't wait until you're thirsty to go looking for water," says Pearson, who heads the city's Public Service Board.

Last fall, the board filed suit in federal district court in Alburquerque, asking that the New Mexico statute be declared unconstitutional. "El Paso has 80 percent of the population within a 50-mile radius of here [not including Mexico] and is responsible for more than 80 percent of the goods and services," says water commissioner John Hickerson. "And yet we have available to us less than 10 percent of the good quality groundwater and less than 8 percent of the surface water."

New Mexico asked U.S. District Court Judge Howard Bratton to dismiss the El Paso suit on severl grounds. Last week, Bratton rejected the state's request, but he also told El Paso it must take further steps to get the water before he will rule on the suit. The city has filed more than 300 requests for water permits in the Mesilla Bolson, and it is trying to obtain water rights from existing holders. The fight may take years to resolve and almost certainly will be decided by the U.S. Supreme Court.

This is a high-stakes suit that could have implications beyond El Paso. "If the statute is upheld, it not only throws the whole western water issue into the air, but think of other resources," says Charles Berry of Vinson & Elkins. "Can we [in Texas] stop people from taking our oil and gas?"

More than a decade ago, Texas lost a similar case, when a city in Oklahoma sued the state to gain access to water. But New Mexico lawyers believe that case is not relevant. "Underground water in Texas is different," says Richard Simms, general counsel to the New Mexico state engineer."The groundwater in Texas is owned by the landowner and he can do with it what he wants." That's not so in New Mexico, where underground water if publicly owned.

"It's what New Mexico considers a state resource, and they don't want to share it," says Mayor Westfall. "When you're in the desert, water is like gold."