MIAMI (AP) _ Officers and hundreds of demonstrators clashed Thursday near the site of talks to create a free trade zone for North and South America. Police blanketed downtown, remembering trade-related riots in other cities.

Officers clad in riot gear used long batons to restrain several dozen protesters, some of whom wore surgical masks or bandannas across their mouths. Other demonstrators carried gas masks. Police estimated the number of protesters they clashed with at between 300 and 400.

Meanwhile, AFL-CIO organizers planned a noontime rally that they said should include more than 10,000 protesters against the proposed 34-nation Free Trade Area of the Americas. They pledged that it would be peaceful.

Officers were using their batons mostly to push back the militant protesters, but occasionally used them to strike demonstrators. The confrontation, which continued throughout the morning, was a few blocks from the hotel where the trade meetings were being held. An unknown number of demonstrators were arrested.

In a brief flareup, gas that smelled like rotten eggs was fired by police. A protester scrambled forward and tossed back a canister. One protester stood in front of the officers waving an American flag.

``At this point, we are holding strong,'' police spokesman Jorge Pino said at late morning. ``We're basically trying maintain the peace downtown, but there are some individuals that are unfortunately trying to disrupt our efforts.''

Protester Joshua Xander, 21, of Cincinnati, said the police are ``totally doing what they feel necessary. We are doing what we think is necessary _ conflict of interests.'' He was tapping on an African drum.

On Wednesday, negotiators approved a draft text of a free trade pact, choosing a version that allows countries to opt out of more controversial clauses of the agreement. Trade ministers were to spend two days working to finish the text, which so far speaks in generalities.

U.S. Trade Representative Robert Zoellick denied that the United States was backing away from creating an agreement that would tear down all trade barriers from Alaska to Argentina, which was how the FTAA was originally conceived. He called the buffet comparison inaccurate.

``I look at it as a full-course dinner, but each country has to decide how much to eat with each course,'' he told business leaders.

Critics of free trade agreements say they take jobs from American workers, exploit workers elsewhere and lack safeguards such as environmental standards.

Near the hotel where the trade ministers were meeting Thursday, several hundred protesters gathered at the fence that blocked them from getting closer. They held colorful signs with slogans such as ``Corporate Greed'' and ``FTAA Contaminates Fish.''

Police had escalated their street presence because of violent demonstrations and vandalism at similar free trade meetings, including five days of riots during a 1999 World Trade Organization meeting in Seattle.

Parts of downtown Miami resembled a police state. Checkpoints with armed officers blocked pedestrians without proper credentials on several streets. Squad cars were on almost every block. Troopers searched vehicles before they could move on.

Business owners shuttered their facades.

``Everybody is scaring us. They say there's going to be trouble,'' said Sami Virani, who was placing plywood in the window of his shop Watch Time. ``It's worse than a hurricane.''

On Wednesday, police arrested seven people in a vacant Miami mansion who were allegedly had crowbars, metal chains with locks on them, flammable materials, gas masks and leaflets protesting the trade talks. They were charged with burglary.