Francis Coppola is all set to begin shooting "The Godfather III" in Rome next month, but Robert Duvall won't be back to play the wily attorney Tom Hagen. Paramount has made him an offer that he can refuse.

Coppola, recently discussing his new project, said Paramount and Duvall - an actor who is virtually a stock player in the director's movies I could not come to an agreement over money.However, some of the old gang will be back. Al Pacino, enjoying his first commercial hit in years in "Sea of Love," will play Michael Corleone again. Diane Keaton will be back as his estranged wife, Kay. And Talia Shire - Coppola's sister - returns as Michael's sister, Connie. Additions to the family are Andy Garcia, who is cast as Michael's illegitimate and rebellious son, and Eli Wallach, playing an old friend of Vito Corleone's. (The role of Vito Corleone, Michael's father, brought Marlon Brando an Oscar in "The Godfather").

The first two "Godfather" films amassed $700 million worldwide and the obvious question for Coppola, who has made and lost great fortunes in his career, is why it took 15 years to get around to the third installment.

"I'm not a sequel or remake kind of guy," explained the director. "And there's always something new I'm interested in."

"Godfather III," he said, will deal with the Corleone family's attempt to legitimize itself. "You can consider the story the tragedy of Michael Corleone," he said. "This will be very much in the spirit of the first two films. It will deal with the problem of succession of power - redemption."

Coppola and Paramount hope to have the film ready for a release a year from now.