When Democrat Millie Peterson asked herself if she should run for a third term in the Utah Senate, all she had to do was look around the Senate chambers for an answer.

"The reason I decided to run again was because I'm the only woman there," said Peterson, recently retired from her professional career and eager to retain her eight-year grip on the District 12 seat."Half of what we do is spend the state's dollars. If we don't have women, then we have (only) men who spend the state's dollars. I personally feel we need balance - balance by party, balance by gender."

The Republican Party, however, sees Peterson's district as one in which the balance could tip back in favor of the GOP. Peterson, after all, won re-election by just 400 votes in 1994.

GOP leaders say the party may sink as much as $5,000 in cash directly into Republican challenger James L. Leigh's campaign, plus some in-kind assistance and a bevy of volunteers. In other words, the party will pull out all the stops to topple Peterson and potentially make the Senate an all-boys club.

"Republican leadership will tell you I'm ineffective," said Peterson, the former director of medical school admissions at the University of Utah. "I guess I would disagree with that. I think if you look at my voting record I probably have one of the better voting records in the Senate.

"I try to be on the floor as much as possible. I go to committee meetings. I make amendments in committee meetings and on the floor."

In truth, not many Democrats - the decided minority in both the Senate and the House - can be very effective in Utah's citizen Legislature. It's an argument Democrats make in defense of their own efforts, and one Republicans make as a reason for getting rid of incumbent Democrats.

Utah Democrats could be even more ineffective, however, without Peterson. Her district is pivotal for the party, which holds just nine of the 29 Senate seats. Five of those nine seats are up for election this fall, and Peterson is one of only two incumbent Democrats running to protect them. GOP leaders figure they can pick up three of those five seats, including Peterson's.

"Quite honestly, we have some differences in the direction that Millie has been going," said GOP executive director Spencer Stokes, who characterizes the race as liberalism vs. conservatism. "The conservative agenda is personal responsibility and not more health and human services legislation."

Todd Taylor, the state Democratic Party executive director, said the West Valley City-South Salt Lake district has more often voted for Democrats in closely contested races. Over the past 10 years, 59 percent of the votes cast in those competitive races have been for the Democrat, he said.

When Peterson ran in 1994, the popularity of the Democratic party approached a modern-day low, both in Utah and the rest of the country. And yet she still won.

"I think what (Republicans) are looking at is how close they came to her last time and that's what makes (the seat) vulnerable," Taylor said. "My response is, `OK, keep dreamin', because 1994 was your high-water mark and if you couldn't get it then, you're not going to get it now.' "

Ultimately, the election could come down to how hard Leigh works and how successful he is at winning over voters who traditionally ride the fence.

"What is key in the election is for me to share with as many people as I can who I am, what I stand for, why I'm running and how my platform differs with Millie's," said Leigh, 41, an insurance executive who was reared in Cedar City.

In a campaign leaflet, Leigh criticizes Peterson for continuing to "support `tax fairness' measures and `mass transit' proposals for one group of citizens at the expense of another group of cit-i-zens."

Leigh, married with five children, has worked within the Republican party for several years, earning a reputation as a tough campaigner. He has volunteered as a coach for youth recreation teams, served on a school advisory board and participated in church leadership.

The GOP promotes him as a "community leader," a label Peterson isn't so sure about.

"What he did is he chaired a committee for the Republican Central Committee on the form of county government," Peterson said. "There's a political leader, not a community leader."

"The (West Valley City) mayor doesn't know him, the City Council women don't know him, so I don't consider him a community leader."

Leigh could change Peterson's mind come November.