A federal commission concluded its review of the Defense Department's plan to close and consolidate domestic military bases yesterday, having made changes that it acknowledged would save billions less than the Pentagon's estimate of nearly $50 billion.

Chairman Anthony J. Principi said the panel successfully balanced "proposals to restructure military infrastructure against the human and painful impact of those proposals."

The hard work was completed Friday, as the panel took up two of the Pentagon's most contentious proposals. It dealt the Pentagon setbacks in both cases. Rejecting Air Force proposals, the commission voted to keep open Ellsworth Air Force Base in South Dakota and crafted its own shake-up of the Air National Guard.

Governors and legislators from several states vowed to fight cuts at Air National Guard bases, including Willow Grove Naval Air Station Joint Reserve Base near Philadelphia. That came despite a federal court ruling barring deactivation of a Guard unit at the base without the consent of Pennsylvania Gov. Edward G. Rendell (D).

The commission left the Pennsylvania Air National Guard 111th Fighter Wing intact but ordered it stripped of its A-10 attack jets.

Rendell, who argued the Constitution grants states the right to maintain militias, said in a statement on his Web site: "Unless they get the (federal court) decision overturned, no one is going anywhere. If someone showed up tomorrow (at Willow Grove) from the federal government and said give us the planes, as the Commander in Chief of the 111th, my answer would be 'no' and we'd hand them Judge [John] Padova's order."

The Justice Department said in a memo issued before the Philadelphia ruling that the base closings law passed by Congress took precedence over other federal statutes governing National Guard units.

In Missouri, Republican Gov. Matt Blunt (R) ordered the state's attorney general to sue the Pentagon and the commission for moving Guard fighters from St. Louis.

Rep. William D. Delahunt (D-Mass.) said if the state exhausted its legal options to save the Otis Air National Guard Base on Cape Cod, he would seek to defeat the base closing recommendations legislatively.

Illinois Gov. Rod Blagojevich (D) pledged to continue his court fight against the move of F-16 fighters out of Springfield, which he said would "impact the safety and security of the entire Midwest."

"First the Pentagon ignored the law," Blagojevich said in a statement. "Now the BRAC commission has ignored the facts and the criteria it was supposed to follow, and apparently is paying off political debts in states like South Dakota, Florida and Texas."

More states could mount challenges, said Christopher Hellman, military policy analyst at the Center for Arms Control and Non-Proliferation, in Washington. "It has the potential for undoing a lot of what the Pentagon asked for."

The commission must send its changes to President Bush by Sept. 8. He and Congress can accept it or reject it in its entirety but can make no changes.

BRAC Commissioner Samuel Skinner, left, talks Wednesday with Sen. John Thune (R-S.D.), who lobbied to save South Dakota's Ellsworth Air Force Base.