Once a quaint slice of Americana, the Farmers Market at Third Street and Fairfax Avenue soon will have the bigger, more modern feel of its retailing contemporaries.

More than 700,000 square feet of retail, entertainment and housing under development by two developers will transform the Farmers Market from a low-key landmark to a bustling commercial center.

History:

Opened in the summer of 1934 when a handful of farmers pulled up at a spot known then as Gilmore Island and peddled produce from their tailgates, Farmers Market has grown into an L.A. institution.

While the market was expanded somewhat in 1941, when the signature clock tower was added, the latest $195 million expansion will more than quadruple the size of the development. The clock tower, which was removed last year from its perch atop the "Dell" building for seismic retrofitting, will be mounted on a new 1,000-square-foot retail building.

Concept:

The developments are the handiwork of Farmers Market owner A.F. Gilmore Co. and Caruso Affiliated Holdings. Developer Rick Caruso's part of the project, The Grove at Farmers Market, is on Gilmore property, further east of the actual Farmers Market. The project features Nordstrom, Crate & Barrel, movie theaters and a trolley to move people through the project.

Gilmore is working on a four-building project on the market's western edge that will be home to a Cost Plus World Market and a Marmalade Caf & #233;. Both are in the largest building, a 55,000-square-foot structure.

Mark Panatier, vice president of A.F. Gilmore, said the development company has been considering the project for a number of years, mostly to get better use of the 31-acre site. The existing Farmers Market only covers six acres.

The project has been through several iterations over the years, always centering on retail and limited entertainment uses. At one point, the plan was to join forces with CBS, which has its studios to the north of the site, and, in the late 1980s JMB/Urban Development Corp. of Chicago secured entitlements to develop up to an additional 1 million square feet. Then the market tanked and the project died.

Financing:

Caruso's $150 million section will contain 640,000 square feet of retail, restaurants and housing and is being financed by Bank of America, PNC Bancorp and Union Bank. The $45 million, 140,000-square-foot expansion of the original market is being financed in part by a $37.5 million loan from Johnson Capital Group.

Pros and Cons:

The addition of retail and restaurant opportunities, as well as offices and residential units to provide foot traffic, make for a self-sufficient project. The potential drawback is fooling with a local landmark as well as the likelihood for further traffic congestion.

The additional traffic to and from the expanded development through neighborhood streets was a concern for the residents.

After deciding to go forward, A.F. Gilmore officials took pains to stay in the good graces of the community. Panatier said the company spent a year talking to neighborhood groups about their concerns for the expansion.

Good thing they did. Some community groups still are miffed at the super-sizing of their neighborhood heirloom.

"I don't think this part of the city views this as a revitalization project," said Diana Plotkin, president of the Beverly-Wilshire Homes Association. "We, as a community, consider it the destruction of the Farmers Market. We loved the Farmers Market just as it was."

Another logistics issue was parking. Panatier said Gilmore eliminated 400 of 1,000 parking stalls while construction is underway, but the finished expansion will have parking for 4,000 cars.

Outlook:

Caruso and Gilmore are making significant progress on their projects, both of which are scheduled to open in March of next year.

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