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 The Rose Garden is the second-highest-grossing concert arena in the United States and the fourth-highest-grossing arena in basketball revenue.

Any music promoter in town will tell you that Portland desperately needs an outdoor amphitheater--a 10,000-seat venue that will attract a good portion of the talent that now moves between Los Angeles and Seattle but passes over Portland.

So why won't Paul Allen, a rock 'n' roll fan, let us have one?

Three years ago, Paul Allen and Co. considered building an amphitheater at Portland International Raceway, the Northeast Portland racetrack owned and operated by the City of Portland. An outdoor concert venue would be a natural for Allen, who over the years has converted a portion of his Microsoft billions to become a major player in the entertainment business. Allen is the owner of the Portland Trail Blazers and the Rose Garden; he is also the founder of Starwave, one of the more successful Web sites on the Internet, and a huge investor in Dreamworks, the Hollywood studio run by Steven Spielberg

Yet after considering it, Allen's people shelved the project.

Earlier thisyear, a California company named Avalon tried to revive the idea of the Raceway as a music venue. Avalon is one of the largest independent producers of concerts in the United States. It operates amphitheaters in San Diego, Santa Barbara and Irvine and is building one in Camarillo, Calif.

In May, Avalon officials met with City Commissioner Jim Francesconi, who has the Parks Bureau in his portfolio, along with Dale LaFollette, the racetrack manager at Portland International Raceway; Bob Ames, the former banker turned Pearl District developer who has long been involved with the racetrack; and architect Greg Baldwin. Around the same time, Francesconi received a letter from G.I. Joe's Inc. President Norm Daniels, a copy of which WW received after making a public-records request. "I would like to encourage you to move forward on this project, this type of facility would be a great addition for the City of Portland.... Also, I would really like to see a project like this go with the city having another partner other than the Blazers. I think this could create a free enterprise situation that would be healthy for all of the citizens of Portland."

Not long after, Francesconi's office heard from J. Isaac, a senior vice president for Paul Allen. "The city has a partner--that is us, not a California company," Isaac told WW. "If there is going to be an amphitheater, we would like to do it."

Isaac has temporarily stalled any deal. He acknowledges he "discussed the non-compete clause," a bit of language the city agreed to when Allen built the Rose Garden. In exchange for keeping the basketball team here, Isaac points out, Portland agreed not to compete with the arena by developing any other venues, such as an amphitheater--for a period as long as 60 years.

Francesconi has kicked the matter over to City Attorney Jeff Rogers and Tim Grewe, director of Finance and Administration. Avalon has hired lawyer Steve Janik, who has written a preliminary opinion challenging the non-compete clause.

Privately, a number of civic boosters are fuming that the Blazers can exercise control over how city property can be developed. But no one is willing to speak on the record. "Paul Allen is just too damn rich," said one.

This doesn't mean Portland won't have an amphitheater. But it won't happen unless the city--and Jim Francesconi--are willing to put Portlanders' interests first.