Just beyond the rusted wire fence with gaping holes and the teenage guards wearing slippers, dozens of napalm bombs lay in the tall grass.

Nearby were canisters of land mines stacked in the open air, rotting crates of ammunition for antiaircraft batteries, ancient guided missiles and piles upon piles of various types of bombs. Stacked in a nearby warehouse were thousands of launchers for shoulder-fired rockets.

Once a bristling outpost of a global superpower, the former Red Army base near here has deteriorated into a weedy munitions junkyard, one of hundreds of aging, relatively unprotected stockpiles scattered throughout the former Soviet Union. While the United States has focused on securing potential weapons of mass destruction in this part of the world, some security experts increasingly say conventional arsenals may be dangerously vulnerable to theft as well.

Millions of tons of armaments were left behind in depots like the one in Kutaisi when the Russian military largely withdrew from the 14 former Soviet republics that became independent from Moscow more than a decade ago. Some of these bases have since served as one-stop shopping centers for black-market arms traders who have little trouble sneaking in or bribing guards to let them pass.

"The situation in my opinion is extremely bad," said Yura Krikheli, deputy director of the Gamma Center, a Georgian government institute charged with securing arms caches. "Georgia lies in a very dangerous location. If we consider what countries we border, then anything can happen. There's a danger of terrorists coming and people stealing things and taking them to conflict zones."

The Organization for Security and Cooperation in Europe (OSCE), a regional grouping of 55 countries, has cited "huge risks" associated with the weapons stockpiles. Foreign ministers from the member countries last December approved a plan to secure and destroy many of those weapons to stop "illicit diversion and uncontrolled spread especially to terrorist and criminal groups."

The corroding bombs and ammunition also pose a growing risk to the environment and to the communities near the stockpiles. An explosion at an old Soviet arms depot in Ukraine this month, possibly caused by a cigarette, touched off about two weeks of secondary blasts and fires that were extinguished only last week. Five people were killed and 10,000 were evacuated; more than 2,000 buildings were damaged or destroyed.

In 2001, a series of depots containing artillery shells left over from the Soviet war in Afghanistan exploded in Kazakhstan, prompting the evacuation of 1,000 soldiers and residents from a six-mile danger zone.

The problem exists in Russia as well. In the eastern port city of Vladivostok, two officers were killed and five soldiers were injured last August when a munitions facility exploded. It was the fourth major fire at Pacific Fleet arsenals since the demise of the Soviet Union, despite politicians' demands that ammunition warehouses be moved away from residential areas. Similar explosions have occurred in the Samara, Sverdlovsk and Buryatia regions in the last six years.

Here in Georgia, a warehouse at a military base exploded in 1996 and forced the evacuation of tens of thousands of people for a week, according to military experts, who fear that it could happen again. "If there's an explosion, there'll be a chain reaction of explosions," said Imanual Yakov an Israeli consultant hired by the Georgians. "There'll be unbelievable damage."

It is the fear of terrorists and guerrillas, though, that has generated a new drive by officials in this mountainous country to address the long-neglected danger.

The Russians still maintain two bases in Georgian-administered territory, but in the 1990s, as part of the dissolution of the Soviet Union, the newly constituted Georgian army was given control of more than 30 Soviet bases, spread across a country smaller than South Carolina. Many contain thousands of tons of unneeded arms, which are guarded by little more than fragile fences.

"It's a legitimate issue because we inherited from the Soviets a huge infrastructure," Defense Minister Gela Bezhuashvili said in an interview. "Posts are spread all over Georgia. They need to be cleared of mines." Georgian officials said they had received virtually no help from the Russians with these or other crucial tasks.

A recent tour of four bases in different parts of the country provided a glimpse of the exposure. An arsenal in the capital, Tbilisi, was surrounded by barbed wire that had been pulled apart at points so intruders could easily come and go. At a base outside Tbilisi, the fencing was so ineffective that cows, pigs, horses and mangy dogs wandered in and out unimpeded.

The base near Kutaisi has no lights to illuminate its 31/2-mile perimeter at night because it has no electricity from midnight to 7 a.m. But that's better than another base in central Georgia that has no electricity at all.

"It's very difficult for the soldiers to defend this place," said Col. Tomas Gagua as he showed visitors around the Tbilisi base. "We need lights, we need signalization."

Those able to get in would find a smorgasbord of weaponry. Probably most useful to terrorists or guerrillas would be the SA-7 Strela shoulder-fired surface-to-air missiles or the similar Igla missiles. In addition, S-5 57mm and S-8 80mm missiles, with a range of three to five miles and normally fired from warplanes, can be modified into shoulder-fired weapons, military officers said. Similar missiles were launched from donkey carts at hotels and the Iraqi Oil Ministry in Baghdad last year.

There are also thousands of land mines, burlap bags filled with raw explosives, crates of ammunition, mortars and Alazan missiles. "Everything that lies here should be worried about," said Capt. Zaza Khvedelidze, deputy commander at one base.

In many cases, there are no inventories, so if anything is taken it might not be missed. It is unclear how much has been pilfered over the years, but some officers said they suspected Georgian arms have wound up in the hands of paramilitary forces in the separatist regions of Ajaria, Abkhazia and South Ossetia, as well as the territory of Nagorno-Karabakh, claimed by both Armenia and Azerbaijan, and the war-torn Russian republic of Chechnya.

"Everything's possible. Nothing's impossible," said Maj. Paatu Enukidze, chief of staff at the Tbilisi base. Soldiers earn just $50 a month and sometimes have to wear civilian clothes because no uniforms are available, so they are susceptible to payoffs. "For $1,000 to $1,500," said Enukidze, "you can buy anything."

At the base near Kutaisi, army officials reported thwarting two attempts to steal rocket parts and gunpowder in the last year, one of them by local police officers. Maj. Guram Chinaladze, the base commander, expressed confidence no one had gotten away with any weapons. But he added, "All the weapons kept here are really dangerous, and we're really trying to secure them."

At the request of the Georgian government, the OSCE last year began a program to recycle and destroy stockpiles of munitions. So far, officials reported that they have dismantled 13,000 rounds of artillery and antiaircraft ammunition and by next month expect to have destroyed nearly 500 air-dropped bombs, 47 ground-to-air missiles and another 2,000 antiaircraft shells.

But the OSCE estimated that the Georgians still have more than 1 million antiaircraft shells, among other ordnance. Officials are seeking funds from OSCE member states to continue the disposal program until next year.

The Georgians are also working with Imanual Yakov's Israeli-Spanish firm to improve security at their bases and destroy as many of the arms caches as possible. But in an impoverished country, funds remain short. Georgia's national security adviser, Ivane Merabishvili, last month sent Defense Secretary Donald H. Rumsfeld a letter seeking $6.5 million.

"They don't have the money," said Lenny Ben-David, a former Israeli diplomat lobbying in Washington for the Georgians' request. "If a power like the United States would come in, it could be taken care of. Otherwise it's going to come back and bite them."

A Georgian military officer inspects abandoned and deteriorating missiles from a former Soviet arsenal. Thieves have scavenged the site for parts.