A partnership that includes former secretary of State Alexander M. Haig Jr. is planning to build a guest ranch for the wealthy, a private club with a championship-quality golf course and exclusive homes on a 2,082-acre estate in western Loudoun County that once belonged to entertainer Arthur Godfrey.

The Beacon Hill Farm Estates, which is situated in the Catoctin Mountains just west of Leesburg, has been a local landmark since Godfrey broadcast some of his television shows from there in the 1950s. Godfrey died in 1983, and the farm is now owned by a Saudi Arabian prince. Beacon Hill was in the news most recently when a wild boar escaped from its game preserve and ran loose around the county.

The partnership's request for permission to operate a guest ranch and golf course on the property is raising concern among local citizens, however, because this is the first sizable development that has been proposed for the western part of the county. All the county's planning efforts in recent years have focused on ways to preserve the manicured farmland and rolling horse country west of Rte. 15 for which Loudoun County is famous.

The estate -- with its stone manor house and outstanding views east to the nation's capital and west to the Blue Ridge Mountains -- was purchased in 1979 for about $5 million by Prince Talal Bin Abdulaziz, a half brother of Saudi Arabia's ruling monarch, King Fahd Bin Abdulaziz.

Although the prince spent thousands of dollars building a grandiose villa for himself and other homes for his retinue of servants and children, B. Powell Harrison Jr., his neighbor, said the prince rarely visited his country estate. The houses stood empty, and a farm manager grew corn and soybeans, he said.

Now Haig and a group of local investors want to turn Beacon Hill Farm into a retreat for millionaires, said James M. Wordsworth, a partner and spokesman for the project. Wordsworth is the developer of Festival Lakes, a corporate entertainment park beside the Potomac River near Leesburg.

Haig is vital to the project because his experience working for national corporations adds credence to the plan in the eyes of investors, Wordsworth said. Also, Haig has invaluable contacts with the wealthy worldwide, who are potential clients for the guest ranch, Wordsworth said.

Haig, a McLean resident, could not be reached for comment.

The ranch would offer horseback riding, swimming, golf, tennis and a health spa for those who are able to pay $2,500 a week, Wordsworth said. He compared it to such exclusive resorts as Canyon Ranch near Denver.

"There's nothing really on the whole East Coast for the type of client who has the money, the wherewithal and the time. They have to go to Florida or out West," he said.

Eddie Ault of Ault, Clark and Associates Ltd., a golf course architect famous for his work at Burning Tree Country Club in Maryland, is designing the private golf course.

Plans also are being drawn up for about 500 homes on lots up to 1 1/2 acres in size which would sell in the $300,000 range, Wordsworth said.

The proposal is creating some headaches for the county planning staff. Usually, a rezoning application is filed for a development of this size, said Timothy J. Krawczel, the county zoning administrator. Instead, the partners are asking for a special exception, a review procedure usually reserved for peculiar land uses on small parcels. No elected officials would review this special exception, only persons appointed to the planning commission and the board of zoning appeals by the county board of supervisors.

However, Krawczel said in a Nov. 6 letter to the applicants that only the golf course and equestrian center can be reviewed under the special-exception procedure. Other uses would require a rezoning application, with the exception of the homes. These can be built because current zoning permits one house for every three acres.

The unusual planning application for so large a development has aroused suspicions among local citizens. Harrison, a lifelong resident of Loudoun County who owns 60 acres beside Beacon Hill Farm, said that it is wrong to try to get a special exception for what amounts to a planned community in the middle of land designated for rural preservation.

"The neighbors feel that it's pretty ridiculous. It's a sleazy approach to this thing to get by on a special exception when it definitely is a change in the use of the property," Harrison said.

He has hired an attorney to review the application and is one of about 20 owners of adjoining property who have petitioned the zoning administrator to reject the special exception.

Wordsworth said his team is redrawing its plans and expects to submit a revised application that will avoid a "head-on collision" with the county and citizens.

The Waterford Foundation, a civic group from the historic Village of Waterford, which touches the northern edge of the Beacon Hill Farm property, also is keeping a wary eye on the application. Constance Chamberlain, executive director of the foundation, said she is afraid that the guest ranch is a front for a subdivision.

"A couple of months ago, it sounded promising, but the number of residential units keeps changing," Chamberlain said. "At this point, it seems like the guest ranch might be the tail that is wagging the dog."

The dirt roads to the site could not support the traffic, Chamberlain said. Waterford residents also are concerned that, if private wells are dug to serve the 500 homes and the 100 guests expected at the ranch, local water supplies will be diminished, she added. Worse still, if, instead of digging wells, public water and sewer lines are extended from Leesburg to serve the new development, it could open up western Loudoun to even more development, she said.

Frank I. Lambert, the county supervisor for the area, said he would reserve comment until he knows the exact plan for the property.

Court documents show that Haig and his six partners have contributed $3,000 each to the Beacon Hill Farm Associates Limited Partnership and that each holds a 16.5 percent share. The partnership has a contingency contract to purchase the estate from Prince Talal, Wordsworth said. One source said the asking price is $15 million, which Wordsworth refused to confirm or deny.

Other limited partners in the project are Carol Carington, a Loudoun County planning commissioner who has indicated she would refrain from voting on the case; her husband, Robert, a Leesburg architect; William D. Chamberlin, a Leesburg engineer, and Leigh A. Conrad, a McLean planner. Harvey C. Borkin, a Bethesda-based developer of exclusive homes, is president and general partner in the project. Wordsworth also is a general partner.