Had David Ben-Gurion been by my side while driving up to Upper Nazareth, I can only imagine how big his smile would have been. He was the prime minister and defense minister when, in the mid-1950s, it was decided to build a Jewish town next to the ancient town of Nazareth, the largest Arab population center in the young State of Israel. The aim was to bring Jews to Galilee, because at the time there were only a handful of small Jewish settlements in Galilee amid a large Arab population. Driving through the main thoroughfares of Upper Nazareth today, one can only marvel at the vibrant flowers growing in all the islands separating the wide dual-lane roads. The new marble-clad City Hall building is quite impressive, and over the road is the Rabin government compound, with its various ministries, responsible for the whole of northern Israel. Adjoining it is one of the largest buildings in the North, containing the local and regional courts. A block from City Hall is the huge Elite factory, the biggest candy factory in the Middle East. Quite a difference from December 1956, when only a few families and government employees were sent to the site of the new town to prepare for the first settlers, who arrived in early 1957. What they found was a rocky outcrop, 500 meters above sea level, towering above the old town of Nazareth. Among the pioneers was the current mayor, Menachem Ariav, who moved here from the South. Another pioneer was Tzvika, who arrived from Poland as a young boy in 1957 with his family, who were taken from the boat in Haifa to their new apartment in Upper Nazareth. His father found a job as a construction worker, and Tzvika today has a small factory in the town. Ofra, who came here from Haifa as a young girl with her mother in 1961, remembers the open fields, the wildflowers and the freedom of living in a small community. An ammunition factory was established in what is today the Churchill Forest, and many of the first inhabitants were brought to work in this factory. Other factories that provided employment in those early days were the Kitan textile factory (which closed down about 10 years ago) and the Tse De candy factory - now the much larger Elite factory. Upper Nazareth grew with each wave of immigrants from Poland, Romania, Iraq, Morocco, India, Ethiopia and other countries. By 1990, the population had reached about 20,000. Then came the mass immigration from the former Soviet Union, which had a remarkable influence on the town. Mayor Ariav, in office since 1977, was determined to absorb as many immigrants from the FSU as possible. At that time, the older parts of the town were run down, and many apartments were vacant and in a state of disrepair. The old apartments were revamped and many new neighborhoods built. After a few years, the town's population doubled, reaching nearly 40,000. Upper Nazareth absorbed the highest number of immigrants from the FSU relative to its former population than any other town or city in Israel. A large suburb, Har Yona, was established north of the town, which is home to thousands of families and also has an industrial park. This was done in an extremely short time, thanks to then-housing minister Ariel Sharon. The immigrants came from all walks of life and included a high percentage of elderly people. In many cases, children and grandchildren would emigrate once their parents were settled, thus leaving the elderly parents in the care of the city and the state. There are also many success stories among the FSU immigrants. Anna and her husband arrived in 1990 after a difficult absorption and retraining; now they both have good jobs, with the husband working as an engineer at the Elite factory. Nicola arrived in Israel from the Caucasus in 1994. After spending a year in Sderot, he came to live in Upper Nazareth because he liked the city and the cool climate. He served in the army and is now married with a child. He has a shop and also drives a taxi. ONE OF the more worrying aspects of Upper Nazareth is the high prices Arabs are prepared to pay for villas. Neighborhoods of these unattached private houses exist throughout the town, and when the veteran Israelis move out, they are bought by Arabs from Nazareth. This process feeds on itself, as the Jews feel uncomfortable having Arab neighbors and wish to move, and their houses are snapped up by more Arab buyers. There are two reasons for this development. The first is that there is very little space available for expansion in Nazareth, and houses and plots that are for sale are extremely expensive. The other is that Upper Nazareth is a very pleasant place to live. The municipal services are good, the town is kept clean and the price of houses is much lower than in Nazareth. This encourages the wealthier segment of Upper Nazareth to sell their houses and build houses on the surrounding moshavim and kibbutzim. These housing projects have been around for only a few years, but they have had a profound effect on the town - namely, whole neighborhoods populated by Arabs, and the desertion of the wealthier sector of the population. The latter continue to work and in most cases use the facilities of Upper Nazareth, but do not live there. This is happening in other development towns as well, but not to the same extent, as here they have a ready market for their old houses. The Arabs have also been buying apartments in Upper Nazareth for many years, and in most apartment blocks you will find at least one or two Arab families. Many of the Arabs are Christians who want to get away from the underlying tension between the Christians and Muslims in Nazareth. Most of the Jewish residents I interviewed get on very well with their Arab neighbors. THE DRAMATIC influence of the large FSU influx is also apparent. Rassco, the second-oldest shopping center, has been transformed into a "Little Russia." Among the shops are grocery stores specializing in imports from Eastern Europe. All customers are assumed to be Russian-speaking, and Hebrew is definitely the second language. In the courtyard in the center, elderly men can be seen playing cards and chess. Many of the FSU population are elderly, and the municipality has provided a huge infrastructure for them - including an old-age home and clubs where seniors can get meals, as well as organized transportation. There is also a "Sav Center" in the Har Yona neighborhood which is reserved for pensioners, where they can operate their own small businesses, selling and repairing various consumer items. The religious sector of Upper Nazareth is very small. It has been shrinking for many years, as the facilities for religious youth are virtually nonexistent. It has nothing like the religious educational institutions in the neighboring towns of Migdal Ha'emek, Afula or Tiberias. Moshe, a local resident, finally left the town three years ago and moved to the nearby religious settlement of Hoshaya, since most of the religious Sephardim had already left and the situation was not likely to improve with the influx of Arab and Russian residents, who are not known for being religious. Although the FSU immigration has slowed to a trickle, Upper Nazareth is still absorbing immigrants from Ethiopia, of whom there are over 7,000, and also many from Argentina. The latest to arrive were 120 immigrants of the Benyamin Jews from northwest India, and 70 from Cuba. A COMMON complaint among those interviewed was that most of the work available in the town is not the type that requires highly educated workers. There are no hi-tech industries in Upper Nazareth. However, the town of Migdal Ha'emek, a few kilometers away, has many hi-tech industries, and Upper Nazareth residents could theoretically commute easily. There are four industrial areas. The newest, and by far the largest, is Tziporit industrial park, a few kilometers north of Upper Nazareth. The biggest factory there is the Phoenicia glass plant, which transferred from the Haifa Bay area. There are also many Arab-owned industries that employ mainly Arabs. Due to the success of the municipality in attracting industry, the unemployment rate, at 4.5 percent, is the lowest in the country. Upper Nazareth is reputed to have a good school system, probably because immigrants are very keen keen on education. The latest matriculation results had Upper Nazareth with the best mathematics results in the whole country. Preschools typically have a mix of Arabic-, Russian- and Hebrew-speaking children, who get on well with one another. The town also boasts a technical college for higher learning. Among the town's facilities is a large shopping mall, a country club with a heated pool, a luxury hotel and a recently completed strip mall. This year, Upper Nazareth is celebrating its 50th anniversary - an apt time to ponder the future of this development town. Assessments for the future vary depending on whom you ask. Very few children of veteran Israelis remain there after their army service, due to the lack of hi-tech jobs and the minority status of Israelis among the FSU and Arab residents. Those who leave also say that the percentage of Arab residents at present is as high as 20% and that they are buying most of the apartments that come onto the market. They speculate that in the not-too-distant future the majority of residents will be Arabs. The FSU residents are mainly happy in Upper Nazareth, and many of their children continue living in the town. The Arab residents consider it a wonderful place to live. Time will tell whether Upper Nazareth will continue with its three segments living more or less in harmony, or whether it will have the dubious distinction of becoming the first development town with an Arab majority.