Underground, a shopping and entertainment district in the Five Points neighborhood of downtown Atlanta, is poised for yet another face-lift — this time as a gaming attraction, with restaurants, entertainment, a 29-story luxury hotel and 5,000 video lottery terminals. The developers, Dan O'Leary and John Aderhold, have but one more hurdle: to convince the state's seven-member Georgia Lottery board of directors to approve the project.

“We anticipate that [the development] would be up and operational within three to four years after we get the green light from the lottery board to do this — between 2012 and 2013,” says O'Leary, managing partner of Atlanta-based O'Leary Partners. He and partner Aderhold currently have an 88-year leasehold with the city on Underground, which the partners manage as a mall.

While no vote of the board has been scheduled, the developers are running a local business and media blitzkrieg in an effort to explain how the $500 million redevelopment of Underground would raise hundreds of millions of dollars for the state's HOPE Scholarship coffers as well as millions of tax dollars for the metropolitan Atlanta region.

O'Leary anticipates annual revenues of $300 million from gaming alone in the first year of operations. Half of that amount would go directly to the state scholarship fund via the lottery. Once the entire project is up and running, annual revenues could reach $600 million, a $300 million windfall for HOPE.

The first phase of the project would involve a $50 million redevelopment of the existing 225,000 sq. ft. of space in Underground, which is spread over a 12-acre area.

Upon approval, O'Leary estimates that construction would be complete within the first 12 months. The second phase, at a cost of $450 million, would include the 400-room hotel with a 100,000 sq. ft. gaming floor spread over two levels.

Underground Atlanta was covered over in the 1920s with concrete viaducts to improve traffic flow over the city's railroad tracks. In 1968 it was declared a historic district by the city, much like the French Quarter in New Orleans. By the 1970s, the area had organically grown a throaty jazz district, flush with music clubs like Dante's Down the Hatch and Ruby Red's.

As a special entertainment district that could sell alcohol on Sundays, it was a bawdy standout in a sea of dry counties that thrived. By the 1980s, it was an empty ghost town.

The developers anticipate the latest incarnation as a casino would directly employ up to 3,000 people and serve as a training ground for Georgia State University's hospitality school, which is also downtown.

The Atlanta City Council and Mayor Shirley Franklin have endorsed the project. The casino development could help to relieve the city of an estimated $56 million balance on roughly $85 million in bonds issued for redevelopment of the site in the 1980s.

“Eventually after a year or two we would buy back the fee simple and take [the city] off the hook for the $56 million in bonds,” says O'Leary.

He estimates that the city would also reap the rewards of an additional $3 million per year in revenue through the hotel-motel tax and another $8 million annually in property taxes. “It is mindboggling the stimulus this will create.”

In Progress: Transbay Tower

DEVELOPERS: Hines and MetLife Real Estate Investments

LOCATION: San Francisco

SIZE: The 1,000-foot Transbay Tower will offer approximately 1.6 million sq. ft. of office space with ground-floor, convenience retail serving office tenants, commuters and local residents.

BUZZ: The tower, designed by architects Pelli Clarke Pelli, is planned to be the tallest building on the West Coast and built to LEED Gold certification.

PROJECTED COMPLETION: 2014