EMILIE V. SMITH HAS SHOPPED at Turfland Mall ever since it opened in 1967 to much fanfare as the first mall in Lexington, Ky.

"It's small and just more convenient for me," remarks Smith, 74, during a routine visit to Turfland. The retired University of Kentucky librarian comes to Turfland Mall daily, both as a mall walker and shopper.

Many shoppers choose Turfland Mall for the same reasons. At 498,564 sq. ft., the mall is relatively small. It's in their neighborhood. It's not as crowded as the bustling, sprawling Fayette Mall, which is located on the often-clogged Nicholasville Road.

Until recently, Turfland did little else to make itself appealing to customers. "This was a mall that kind of fell by the wayside," says Mark Yates, asset manager for Rubloff Development Group, which owns Turfland. "It's loved by the community, but it didn't keep up with the competition."

When Rubloff Development Group of Hoffman Estates, Ill., purchased Turfland Mall in September 1997, the mall exhibited signs of age. The center had not undergone cosmetic improvements in at least 12 years. Pink plastic kiosks for vendors occupied the center of the mall. The green-and-black-speckled tile floor appeared dated. And Turfland Mall's cement exterior made it look bland.

Work in progress Last July, Rubloff began a serious and much-needed renovation of Turfland Mall. The company is spending approximately $5 million to upgrade the mall's interior and exterior. Work is expected to be completed this month at which time Rubloff is looking to woo big-name, national tenants into Turfland's newly renovated digs.

Dillard's department store anchors the mall on one end. Montgomery Ward anchors the other. Aside from the two department stores, Turfland Mall has very few clothing merchants. There are four shoe stores: Payless ShoeSource; Shoe Sensation; Naturalizer and Foot Locker. In addition, there are two clothing stores: Fashion Bug and Fashion Shop.

"We need more women's and children's apparel," Yates says.

The good news is Turfland Mall is only about 6,000 sq. ft. short of being 100% leased. That is a significant improvement over recent years.

A 58,000 sq. ft. space once occupied by JCPenney sat empty from late 1993, when the department store left to set up shop across town at Fayette Mall, until last July. Last summer, Dillard's moved its home-decor store from an adjacent building next to Turfland into the former JCPenney space.

Entertaining plans Rubloff also is looking to turn Turfland Mall into a destination for shoppers, diners and movie-goers. "I see this mall evolving into more of an entertainment center, where people can go not only to shop but also to eat and see a movie," says Barry Mangold, director of real estate for Rubloff and Turfland.

For starters, the mall, which has a small food court, signed three national restaurant chains to locate on pad sites in front of the mall. Cooker Bar & Grill opened just before Christmas; Ruby Tuesday opened in March; and O'Charley's is scheduled to open at the end of this month.

The restaurant chains will give Turfland more of a presence along Harrodsburg Road, a major Lexington thoroughfare.

Turfland's movie theater tenant plans to upgrade the two-screen cinema to accommodate four to six screens.

Playing on its strengths What Turfland Mall has going for it is its prime location on the well-traveled Harrodsburg Road. More than 17,000 households are within two miles of the mall, and there's a residential development boom going on farther down this southwest Lexington corridor.

Turfland is one of three enclosed malls in Lexington. The Bluegrass region's largest mall, Fayette Mall, opened in 1971. At slightly more than 1 million sq. ft., Fayette Mall is the shopping hub for central and eastern Kentuckians, not to mention the No. 1 mall in Lexington. Lexington Mall opened in 1974. Like Turfland, it is a neighborhood mall in need of a facelift.

Rubloff is counting on Turfland Mall's overhaul being so impressive that it will look as if the old mall was torn down and a new one built in its place. The exterior renovation includes construction of faux roofs in varying heights to give the 1960s linear-style mall a more dynamic look. A faux stucco material will make the old cement exterior look new.

Meanwhile, 1,000 new plants have been added to Turfland Mall's landscape. Perhaps most impressive to Yates are the copper canopies that will grace each mall entrance. "It's going to look sharp," Yates says in a triumphant tone.

New image taking shape The interior of Turfland is nearly finished. Marble tile in five different earth tones has been laid throughout the mall, except the hallway leading to the management office where the black-and-green speckled tile has yet to be torn up and replaced. Wooden and marble kiosks have replaced pink plastic ones in the center of the mall.

A new tray ceiling and lighting have significantly brightened the mall, which previously looked as dark as the inside of a cave. With the help of foot-candles, the mall is now 10 times brighter, Yates says.

Rubloff Development Group's efforts to update Turfland Mall receives a nod of approval from Smith, who's always been a big fan of Turfland because of its convenience and mix of stores. "I especially like the lighting," says Smith as she exits Montgomery Ward. "Now that it has been renovated, I have been enjoying it more."

* Location: Lexington, Ky.

* Owner: Rubloff Development Group, Hoffman Estates, Ill.

* Opening: August 1967

* Trade area population: 444,000 for seven-county region

* Average household income: $42,274

* Current GLA: 498,564 sq. ft.

* Number of stores: 45

* Current anchors: Dillard's department store and Dillard's home interiors store (both formerly McAlpin's) and Montgomery Ward

* Original anchors: Montgomery Ward, W.T. Grant and McAlpin's

* Fun fact: First renovation in 12 years began in July 1998. Most of the work is scheduled to be completed by the end of this month.