Last weekend, stacks of brochures advertising the decidedly uptown art fair, which runs Feb. 24-30, 2005, were prominently displayed at some very downtown galleries. Booths belonging to contemporary art dealers have been given prime positioning; there are more of them than ever before.

This year's pack of contemporary dealers include Friedrich Petzel, Cheim & Read, David Zwirner and Brent Sikkema, all of which joined the Art Dealers Association in the last few years.

"The old guard has recognized that contemporary art is a viable living organism," said contemporary art dealer Roland Augustine, chairman of the Art Show committee. Augustine, whose 20-year-old Chelsea gallery, Luring Augustine, sells the work of such artists as Janine Antoni, Pipilotti Rist and Rachel Whiteread, is a true believer in the value of both the Art Show and the ADAA. In addition to business as a dealer, he devotes hours meeting with dealers and shaking up the stodgier uptown salt-and-pepper crowd. He calls his mission "infusing it with youth" and he appears to be the right person for the job.

"It's the first show in a long time that has a great balance between established contemporary and modern artists," said Richard Solomon, the president of the ADAA. "The young dealers are recognizing the fact that they have artists who belong in this show."

In an age when art fairs are being compared to fashion week -- international events, run by for-profit companies hoping to make a buck off the buzzing market -- the Art Show remains something of a throwback. There are now many more art fairs around the world than in 1989, when the Art Show began and contemporary fairs from Art Basel Miami Beach to the mammoth Armory Show held each March at the Manhattan Westside Piers get most of the attention. Fair organizers don't skimp when trying to lure important collectors, curators, dealers, or even a lowly reporter. They host swanky parties, sponsor lectures, offer free chauffeur driven BMWs and do whatever it takes to get big buyers in the door.

While Art Show organizers say the fair is healthy and growing (attendance was 13,000 last year), there is a sense among collectors and dealers alike that the Art Show has no natural edge. And it simply doesn't have the wherewithal to wine and dine collectors and curators as other fairs do. "We can't do it," said Augustine. "We can't afford to."

Unlike the major international fairs, which have hundreds of exhibitors and thousands of visitors, the Art Show has just 70 exhibitors tucked into the no-frills Park Avenue Armory. Fair admission prices go to benefit the ADAA itself and only members of the ADAA may exhibit in the Art Show. This means all the dealers are American and many of them tend to be long-established businesses. This can make for a homogeneous fair; indeed, many of the 160 members still focus on modern, not contemporary, works. They came of age when art fairs were non-events and certainly not the selling machines they can be today, when collectors are in instant gratification mode.

Augustine is shaking up the legendarily staid organization, a gallery association still known as an old boys' network. The not-for-profit organization, which provides appraisals and helps set standard practices for dealers, was founded in 1962. By 1972, there were 84 members. The group has doubled since then, with around 160 members. But membership is stagnating and each year a handful of the oldest guard members die off.

Augustine has been lobbying the ADAA to recruit younger members. It has been said that a number of contemporary dealers are in consideration for membership to the elite organization. "We have to protect the Art Show, in the wake of the competition, from atrophying," said Augustine. "We have to diversify." Even Maastricht, the classic hunting ground for Old Master paintings, includes a section for contemporary art dealers; Sperone Westwater will exhibit at the Art Show this week and set up shop in Holland next week.

If Augustine's vision comes true, the ADAA will start adding more aggressively to its roster, not merely filling empty seats. New members will be drawn from dealers from around the country (to pull back on the New York-centric orientation) and especially those at the vanguard of contemporary art.

In addition to concerns about the Art Show, the ADAA has other problems. The newly founded New Art Dealers Association, an international organization, has grown to 70 members in just two years. NADA's members range in age from 23 to 40 and they tend to deal in emerging art, not the well-established work represented at the ADAA. But their annual Miami art fair, scheduled to coincide with Art Basel Miami Beach, has been booming. This past December, a slate of 60 international galleries exhibited.

While not necessarily a threat to the ADAA, NADA is a sign that the market is changing and that a significant portion of galleries not represented by the invitation-only ADAA still feels the need to have the benefits of a professional organization and annual organized exhibition. According to dealer Sheri Pasquarella, one of NADA's four co-founders, she phoned the ADAA soon after NADA got going to discuss potential collaborations. "I contacted them early on,"she said. "But I didn't get contacted back. I thought maybe I didn't speak to the right person."

Friedrich Petzel, one of the newest members of the ADAA and a first-time exhibitor at the Art Show, said he does see the ADAA changing. "The ADAA is more transparent, more accessible, less old guard and macho," he said. "Clients today don't like this old man's club anymore. We have to be fresher, younger and hip." Petzel is known for his progressive program showing artists like Richard Phillips and Jorge Pardo, whose works are in museums. The work in his booth ranges from '15,000 to '500,000.

Still, Petzel had to be personally sold on the idea of exhibiting at the Art Show by Augustine. When first offered a slot at the Art Show, Petzel wasn't sure he wanted to take part. "I was hesitant because I thought the audience was maybe a different audience." He shows at both Basel fairs and perhaps his primary market material would be too edgy for conservative Art Show buyers.

But Augustine kept wooing him until he found an argument that worked. "He said, 'Maybe you can find a new audience who only go to this fair and find one or two new collectors,'" said Petzel. "That really flew me."

The irony is that the dealers making the jump to the ADAA are hardly youngsters themselves. Petzel, like Zwirner and Sikkema, is in his early 40s. Their artists are as well and prices for serious pieces, ones that might go to a museum, start around '75,000. "We played the youth card for too long," said Petzel. "Forty is not young or up-and-coming. These artists are not kids. The youth bonus is done."

"The Art Show" is at Seventh Regiment Armory until February 28 (Park Avenue, at 66th Street, 212-940-8925).