Jefferson County's closely packed subdivisions held no appeal. They found quiet and open space with their 8-year-old brick ranch house on an acre in the Highland Springs subdivision off Ky. 44.

"We're far enough out but still close to everything," Roger Higdon said. "It's an ideal location."

Such newcomers have pushed Bullitt County's population to 61,000 in 10 years -- an increase of 13,388 people, the third largest increase of all Kentucky counties. In that time, 5,821 homes have been built -- nearly 600 a year.

Businesses have sprung up along new roads that cut through Bullitt's hills. The number of small businesses -- especially fast-food restaurants, grocery stores and medical offices -- has boomed.

The new housing, shopping centers and industrial parks ate up more than 10,000 acres of farmland in just 10 years. The latest farm census figures from 1997 show that roughly 56,000 acres remain, about one-third of the county.

MOST OF the growth has been around Mount Washington and Shepherdsville, and in the northern part of the county.

Although many residents welcome the growth, others contend that development is leading to the demise of the "country life" many have enjoyed for years.

They worry about increased traffic and pollution, as well as the trend toward high-density developments with small lots. Some fear the county is becoming too industrialized.

People say "we moved out here for the green space," said Ben Robards, a farmer who joined the planning commission last spring. "But they expect it to stay open and green the entire time. They want to be close to their jobs, they want schools and groceries, but they want all this open green space too."

The growth has brought improvements -- safer bridges and roads, expanded municipal water and sewer service, and increased fire and police protection. Two new schools were built in the past 10 years, and a new elementary is planned in northern Bullitt County.

But the changes also have had negative effects.

Development has led to drainage problems and traffic congestion, prompting city and county officials to create regulations to oversee development.

As growth puts considerable strain on roads, utilities and local services, some planned improvements are under way.

"With the (planned) merger of Louisville Water Co. and Kentucky Turnpike Water District (which serves western Bullitt County) a lot more people will have access to public water," county Judge-Executive Kenneth Rigdon said.

Other changes will give the county more control over the pace of growth as officials take a close look at subdivision and zoning regulations.

While Bullitt doesn't have any formal watchdog organizations keeping a close eye on development, many proposals prompt cries of "not in my back yard" from neighbors.

Last year, for example, dozens of residents in the Bethel Church Road area waged one of the few successful fights to stop a development when they rallied to fight a high-density subdivision on farmland at Ky. 44 and Bethel Church Road.

THEY TROOPED to eight public hearings to voice concerns about potential traffic and drainage problems and crowded schools.

Some of the growth is welcomed. Robert Deason likes having a new Winn-Dixie, video store and fast-food restaurants nearby.

He and his wife, Michelle, moved to Mount Washington five years ago from Germantown, an urban neighborhood near downtown Louisville.

But he's also leery of too much growth eroding the rural atmosphere.

"This is the only place I've ever lived where I can walk in my back yard and see stars," he said.

Freelancer Missy Baxter contributed to this story.