Voter discontent and his own independence are the forces behind Neal Potter's campaign for Montgomery County executive, and they have turned what was once thought to be a quixotic challenge to incumbent Sidney Kramer into a referendum on the county's future.

When Potter made his surprise decision just two months ago to oppose Kramer, he had no money, no organization, no time.

But in the closing days of the Democratic primary campaign, the 75-year-old veteran of the County Council is seen in recent polls and by party activists as in position to upset Kramer and become the fourth executive in Montgomery's history and leader of Maryland's largest jurisdiction.

Kramer is banking on residents' apparent satisfaction with life in Montgomery -- the quality of its neighborhoods, the caliber of its services, the soundness of its scandal-free government. But polls and interviews show there is uncertainity about the future, a haunting feeling that a way of life is in jeopardy and that runaway development is to blame. That is where Potter believes he has the edge.

"If Neal Potter wins, it is entirely due to him. He has no organization, no money, no big backers. He is just out there slugging along as he has done all along, but this time he tapped into a vast unease," said Victor Crawford, a former Democratic state senator who supports Kramer. "People are upset about something or other -- it might be growth or taxes or parking problems or gasoline {prices} going up."

Still, Crawford said, offering an assessment shared by Kramer's supporters and critics: "No one ever expected it to be this close."

Kramer, 65, is a self-made millionaire who served two terms in the state Senate before his 1986 election as county executive, and he viewed reelection as a launching pad to a possible gubernatorial bid in four years. But standing in the way are people such as Michael Cavanaugh, of Gaithersburg.

Cavanaugh moved to Apple Ridge Road five years ago, and now developers have bulldozed a nearby stand of hardwood trees to make way for another housing subdivision. Traffic threatens the quiet of his community's streets.

"This is why I want to throw these clowns out," he said.

Cavanaugh and others around the county are expressing concern about development and property taxes. Barbara Beelar, of Takoma Park, fumes over plans to put a massive shopping center in downtown Silver Spring; Vincent Stringfellow, of Germantown, worries the county is not doing enough to build housing people can afford; Christie McGue, of Kensington, thinks development has gotten out of hand, and in Kemp Mill, Kramer's old neighborhood, Estelle Stiekman complains about her taxes going up.

"This race will be decided in the last days," said Kramer campaign manager Lanny Davis, by undecided voters plowing through campaign literature and making up their minds this weekend.

The Kramer campaign is counting on a barrage of last-minute media and mailings to cement a win. Kramer -- who has raised nearly $280,000 in campaign funds to Potter's $56,000 -- also should be helped by the endorsements he received from the largest daily and weekly publications serving the county, including The Washington Post.

Potter, who has managed to run television spots for his campaign, has never viewed his shoestring budget as making a difference in the race.

"The main thing that persuaded me to enter this race is I found so many people with a discontent," Potter said. "Most of us are here for a job or friends or relatives or a liking of the school system and the culture and the environment. And the simple fact of things getting somewhat worse makes people concerned."

"I think things are worse. Traffic keeps increasing, more people moving into the county . . . . The green space is just going," said a 65-year-old retired Army colonel from the Aspen Hill area, near Rockville, who was attracted to the county 27 years ago.

A Post poll of self-described Democrats found that most people think the quality of county services has remained high over the last five years. Most said in the polling conducted Aug. 7 through 19 that they think the county is a good place to live. Kramer, however, doesn't seem to benefit from the feeling.

"Somewhere along the line, Sid Kramer didn't get the message out -- one that {Gov. William Donald} Schaefer is a pro at -- that there is this high degree of satisfaction and he ought to get the credit," said state Sen. Laurence Levitan (D-Montgomery).

Instead, the race has been dominated by the issue of growth.

Pam Wolfe, a mother of two who moved to Takoma Park from Prince George's County three years ago, complained that there are issues -- such as education -- that haven't been addressed by the candidates. Elizabeth Goldman, of Rockville, said she too would like to hear more about the schools or minority hiring.

But Kensington resident McGue said, "Overdevelopment is the biggest issue we have." That view has helped Potter, because the Post poll showed that people who identify growth as a problem tend to choose him over Kramer.

Kramer can't seem to shake his image as a hard-nosed businessman intent on promoting growth, even as he tries to steer the campaign debate to who's best qualified to manage the county, especially in uncertain economic times.

"He just seems pro-business more than pro-people," said Stringfellow, 35, a social worker who is employed by the county.

Kramer's vast real estate holdings and the heavy percentage of developer money in his campaign concern voters.

Similar questions were raised in Kramer's 1986 battle with former Democratic council member David Scull, and Kramer won the primary with about 60 percent of the vote. Supporters had hoped that lopsided victory would make a non-issue of his ties to the development community.

But Ralph Hedian, 34, of Rockville, said "the final nail in the coffin" of his decision to vote for Potter was revelations that about half of Kramer's contributions come from members of the development community.

Rita Keating, a resident of the Kemp Mill neighborhood in Silver Spring, says the criticism is unfair.

"I like what he stands for," she said. "I think he represents a balance."

Kramer has attempted to defuse the growth issue by spotlighting his efforts to manage the county's development, and he has gone on the offensive, attacking Potter's record.

In campaign appearances and in radio and television spots, Kramer pounds away on the theme that the County Council has final authority on growth and decisions made by Potter in his 20 years on the council are part of the problem.

But, Crawford said, "Nothing sticks to him . . . . No one is going to believe that Potter is for development. He's the senior statesman, Mr. Clean, a straight-arrow."

Potter's reputation and his political longevity -- his council tenure is the longest in Montgomery's history -- make him the only candidate who could have challenged Kramer so late and with little money, said council President William E. Hanna Jr., who is running for reelction with Kramer.

"His long years on the council, the fact that he has been one of the highest vote-getters make him a formidable opponent," Hanna said. "Plus there is the fact that many regard Mr. Potter as someone who will speak his mind and not be particularly influenced by other individuals and interest groups. That places him in a special category, and that's what makes it a horse race."

Moreover, some activists have suggested that the short span of the Potter campaign -- initially seen as a drawback -- may have served to cut down the time for mistakes. In recent weeks, Potter issued contradictory statements about his position on the proposed Bethesda-Silver Spring trolley and defended some controversial campaign tactics.

June Watzman, who voted for Kramer in 1986 but was leaning toward Potter this year because of the development issue, said she was bothered by a brochure that suggested that Kramer placed the interests of his family-owned business ahead of the public interest.

"I didn't like that," said Watzman. "I think Sid's an honest person."

Sidney Coplon, of Kemp Mill, who has known Kramer for 15 years, said: "He has done a good job. He's qualified to do it again."

"He has the best county to show for it," Ellene Horowitz, of Silver Spring, said of Kramer.

Kramer supporters suggest the nature of the position of county executive attracts enemies.

"You make tough decisions and you get people mad," said County Council member Bruce T. Adams, a Potter prote'ge' who is running on the Kramer ticket.

Kramer, however, said he thinks there are more people satisfied than not, and that that will make the difference on Tuesday.

"He's doing a decent job. I think Potter is a spoiler and the county would not be as well off," a Silver Spring resident said.

"I voted for Kramer in 1986. Shame on me," Cavanaugh said. "I'll never vote for that guy again."