The auctioneer looked reluctant to hammer down his gavel on a flashy filly in the sales ring Monday at the Midlantic Eastern Fall Yearlings sale in Timonium, but buyers had their hands down and no further prodding could raise a bid despite the apparent quality of the horse.

"That's why Maryland needs slots," the auctioneer grumbled dryly into his microphone as the filly was led away.

It was a rare public show of frustration by an employee of Fasig-Tipton, a company whose contract to auction horses at the Maryland State Fairgrounds expires at the end of the year. Yet the comment accurately summed up the feelings of those who make their livelihood from the business of breeding thoroughbreds in Maryland.

The three-day auction opened a hugely important week in the state racing industry: Tomorrow, the Maryland Racing Commission again will take up a bitterly contested proposal by Magna Entertainment to cut the number of live racing days next year from 220 to 112, including just 18 at Pimlico Race Course, home of the Preakness Stakes. Magna executives contend cutting days, as well as selling the Bowie Training Center to developers and closing Laurel Park and Pimlico stabling areas from June 1 to Sept. 22, will save the company enough money to raise daily purses next year to a level that competes with tracks backed by slot machines in neighboring states.

Two days after the commission meeting, no matter the outcome, track management, horsemen and breeders will come together at Laurel Park and stage the 20th Maryland Million Day, a rich 10-race card showcasing offspring of the state's stallions and a celebration of the rich history of Maryland racing.

The average sales price at the yearling sale rose 6 percent compared to opening day last year, but the success doesn't reflect the fear and concern growing in the Maryland breeding industry. With 61,000 slot machines set to arrive at Pennsylvania racetracks beginning next year, Maryland horsemen and breeders already have begun to migrate to that state in anticipation of the big purses and breeding bonuses that will follow.

The Maryland foal crop rose 1.9 percent this year to 997 born, but fewer racing days at Laurel Park and Pimlico would mean fewer opportunities for owners and breeders to collect bonuses for running in their home state with a Maryland-bred horse. By comparison, a recent report by the Jockey Club found foal crops in New Mexico and Louisiana -- both states subsidizing racing with alternative gaming -- increased by 18.7 percent and 12.3 percent, respectively.

"I think at this point in time, with the situation we have in Maryland with the slots issue, we can't play on a level playing field with Pennsylvania, West Virginia and Delaware; we don't have the capital to compete with them," said Ronald Green, 59, who along with his wife, Carolyn, has operated the 200-acre Green Willow Farm in Westminster for 35 years. "It's affecting our breeders' bonus because we don't have better purses. As far as Magna, with the dates, that's got to go before the racing commission to be approved, but in a way I can understand what [they are] doing. You can only lay money out for so long and not get a return on your investment."

Three years ago, the Greens stood nine stallions. They sold their remaining two last year -- Appealing Skier to a farm in Pennsylvania and Larrupin at an auction in Arizona. They also reduced the number of mares they breed from 25 to seven.

Those few mares will be sent to Kentucky stallions to be bred and the offspring will be sold at a Fasig-Tipton sale in Saratoga or at the prestigious September sale at Keeneland.

"My wife and I love this business, but there comes a time we have to try a different avenue," Green said.

The largest stallion operations in Maryland continue to fly in the face of the economics, trying to make their programs work. Bonita Farm in Darlington last year added 1994 Kentucky Derby winner Go for Gin to its stallion roster. The new Maryland Stallion Station, on the former site of Alfred Vanderbilt's famed Sagamore Farm, stands former top runner Bowman's Band and announced this week it will add standouts Gators N Bears and St. Averill.

"This place will stay, but a lot of the other farms will go," said Bill K. Boniface, president of the Maryland Horse Breeders' Association, whose family owns Bonita Farm. "The little farms are going to go first, and it will work its way up. The state of Maryland is the loser. When the mares leave, that's money being invested somewhere else."

In the effort to rescue horse racing and gain support from the state legislature, the breeding industry emphasizes its environmental and economic nature as often as its integrality to the game. Horse farms comprise 200,000 acres of land in Maryland and the economic impact of breeding to the state is estimated at $1 billion.

When the farms go under, breeders say, housing developers move right in.

"Everybody wants green space, no development, and you've got that with these horse farms," Green said. "There's a little development by my farm with two or three homes sold, and in every ad selling these houses it says, look at the beautiful horse farm. If it was a hog farm or chicken farm or dairy farm they wouldn't mention it. No one would want to live next to it."