GETTING THERE -- Take U.S. 50 to Route 404 to Route 18 approximately a three-hour drive. DUTCH FESTIVAL PARADE AND GALA: September 12. ANNUAL CHRISTMAS FAIR AND HOUSE TOUR: First Saturday In December; for information call 302/645-6761. ZWAANENDAEL MUSEUM HOURS: Tuesday through Saturday 10 to 4:30, Sunday 1 to 4. For group tours call 302/645/9418.

Celebrations are serious business in Delaware's tiny seaside town of Lewes, nine miles north of Rehoboth Beach. In 1975, Lewes (prounced Loo-ss) kicked off the state's bocemtemmoa; observance with a Sussex County Heritage Festival -- only fitting for the first settlement of the first state. This year, Lewes is honoring its own beginnings -- 350 years ago as a Dutch whaling colony -- with concerts, house tours, a Christmas fair, Indian powwow and a Dutch Festival parade and gala next weekend.

"We're going to have the Nanticoke Chorus group of 40 men -- barbershop singers -- a karate exhibition, a gymnastic exhibit and we'er working on a band concert for evening." Miles L Frederick, 75 year-old assoicate editor of the Count Post in nearby Millsboro and the volunteer coordinator for September 12th's "Eight Flags Over Lewes" festivities is warming to his subject.

Frederick was also the coordinator for Lewes'a bicentennial celebration so he knows his festival business. And he loves it.

Remembering their roots is pretty much a labor of love for the 2,167 residents of this town where the Atlantic Ocean meets the Delaware Bay. Last fall, to commemorate their Dutch heritage, residents planted 5,000 tykuos behind the town museum, the junior high school and the railroad park along Kings Highway. In a former bank, the good ladies of the Zwaanendael Club display and sell arts and crafts, gifts from one generation to the next. And on a tract of open land at Shipcarpenter Street and Park Avenue, the Lewes Historical Society is preserving for the future the best of lewes' ewes Historical Society is preserving for the future the past.

"I have a book of stories I want to send you about the town," Frederick tgells a visitor.

Stories about the history of this ancient community abound. They are tales of survival.

In 1631, the Dutch ship de walvis ("The Whale") arrived at Lewes Creed with 33 pioneers bent on establishing a whaling and fishing community fo for the Netherlands. It was April, a fine month to come upon this curving nook of sandhills overlooking the broad mouth of the bay.

Indians living in the region call it Silomess . The Dutch, perhaps inspired by wild swans in the area, named it Swanendael ("valley of the swans"). The original settlers were massacred by Indians, the first in a long line of Lewes' troubles.

On Christmas Eve in 1673, under orders from the Calverts to brings its pro-Pennsylvania inhabitants under control, Maryland attacked and burned the little settlement. The small population was twick sacked by pirates. During the Revolution, British naval forces robbed Lewes' citizens of precious food stores, but during the War of 1812 Lewes stood off the British naval forces robbed Lewes' citizens of precisous food stores, but during the War of 1812 Lewes stood off the British, suffering onnly "one chicken killed, one pig wounded."

"You know, they saved the town in the War of 1812 with cornstalks," muses Frederick. Cornstalks? He chuckles.

"A Lewes captain had all the townspeople get out at night and march with co cornstalks on thie shoulders. That frightened of the British in the harbor Thought we had guns."

Lewes' residents still speak with pride of the bombardment of 1813, and an exhibit, "Great Guns at Night," commemorates it in the ornate red-white and-blue Zwaanendael Museum built in 1931 to mark the 300th anniversary of the Swandendael Colony. The building is building is Dutch Renaissance in style -- a replica of the Town Hall at Hoorn, Holland.

The Dutch influence is still strong: Queen Beatrix and Prince Claus, in oil, appraise museum visitors from thie choic spot at the entrance. An exhibit of Royal Delft commemorative plates is on display now.

Guided tours (by request and free) take visitors through Lewes' history. The main level, devoted to military and martime events, has Indian artifacts and a miniature of the origianal Dutch stockade. Upstairs there are dolls: was-face dolls and bisque-head dolls, a Schoenhut doll and a china doll looking remarkably well for her age -- about 95 -- in a splendid period carriage.

"Don't forget these are donations.We take what is donated," says guide Thelma Williams.

A glimpse of old Lewes in old donations: an 1830 accordian, a silver communion service from 1854, a surgical case from 1861, Civil War currency and fading souvenir postcards wishing "good luck from Lewes."

Cannonballs are important in Lewes. There are those on display in the Zwaanendael Museum and then there is the one the British fired that lodged in the foundation of a house on Front Street.

The house became the Lewes Marine Museum, and there are other good reasons to go there. Here are treasures of the sea washed or dredged from wrecks off the Delaware coast; gold coins of the realm and real treasure chest said to have been the one sent by Spain's King Philip 11 loaded with gold to pay troops of the ill-fated Armada. From time to time treasure still washes up on these shores, and to the south a stretch of beach aptly named Coin Beach is a favorite spot for searches with metal detectors.

A town's architecture can sometimes tell you as much as its artifacts, and a walk past gingerbread-and-veranda Victorian homes is a history of the bay and river pilots who built their "mansions" here. Tours begin at the Zwaanendael Museum, on the corner of Third Street and Savannah Road. A westerly turn down Third Street brings strollers to the town's current project, the Joshua Fisher House. Still being restored, the original portion of the small gambrel-roofed house is thought to have been the 1728 bachelor residence of Fisher, a first-generation Sussex County gentleman best known for producing the first accurat charts of the Delaware River and Bay. Now a visitors center, the Fisher House looks across Kings Highway to the Colonel David Hall House, home to one of Delaware's early governors and now a private residence.

At 350, Lewes stills holds the shape of the past, in the faaded elegance of houses along Savannah Road and Fourth and Market Streets. Federalist sills and marble trime adorn houses on Kings Highway. The Arnell House, next to the Lewes Presbyterian Church, dates from the early 1800s, its lower roof line and compactness typical of early Classic Revival.

Save time to mosey along Second Street past the Marine Mesuem-Cannonball House to the ornate high-ceiling post office. A special cachet cancellation will be issued at Lewes September 12th, depicting the landing of the Swanendael Colony in full color. These will cost $1 and can be ordered from the Swanendael Heritage Committee, Post Office Box 3, Lewes 199958. (Note the differences in spelling of the name Zwaanendael. There is still a spirited debate in Lewes over which is correct.)

On Second Street the boutiques of summer are found as well as the town ice-cream shop. And someone has deemed it necessary to enliven the Reboboth-Lewes Canal with a "square" of four small shops and a dry-docked old ship serving drinks and light fare. The view is fine from the upper deck. A truer version of Lewes eating can be found at the Angler's Restaurant on the oppposite bank. Its exterior has recently been spruced up, but the waitresses still report honestly on the status of the fresh shrimp salad.

If you plan ahead and arrive on a Thursday or Friday in September, you can get a guided tour of the historical preservation area by the Historical Society, at 10 and 2, for $2.

This complex of four buildings includes the Thompson's Country Store. The real McCoy, Thompson's is still selling penny candies and single pieces of Tootsie Rolls and caramels. This is a good stop for homemade oatmeal raisin cookies at 20 cents apiece and fresh-baked Sally Lunn Williamsburg bread at $1.25 a loaf. Behind the potbelly stove, an Esterbrook pen display and old biscuit boxes testify to the days when the Thompson family operated this store (1917 to 1960) in Thompsonville. When the Historical Society hauled it over to the preservation site they kept intact the old post office and unsold boxes of Argo Gloss Starch, Tite Rite jar rings, Magic Blue and Old Dutch Ceanser containers with the little Dutch girl chasing the dirt.

A highlight of the tour is the one-room log cabin or "plank house," built in 1700. Kids will love the tree-trunk ladder to the children's sleeping loft, and adults will appreciate their own homes after one look at the mattresses filled with straw and the three-legged stools.

The restored 18th-century Rabbitt's Ferry House is distinguished by original paneled fireplaces in the living and keeping rooms. It's worth seeing the brick nogging walls: brick laid between beams and whitewashed. The privy behind the house is authentic.

Installed on the corner of the complex, the Burton-Ingram House is furnished with splendid 18th-century antiques, some Chippendale and Emp 18th-century antiques, some Chippendale and Empire pieces. Most handsome are the high-backed dining-room chairs. The house boasts a fine interior stairway and cellar walls constructed of sailing ship ballast.

The Historical Society has set these buildings on wide lawns with unexpected touches: A grape arbor protects the restored privy from view; crape myrtles bloom beside a flowering pomegranite bush; set back from the main buildings, a small square blue-and-white structure houses a creamery where butter and cream were kept in a trough while a pump sprayed cooling water over them to keep them from spoiling.

But mainly, Lewes' history was shaped by the sea.Sellted as a whaling community, the twon prospered later as the principal port for menhaden, used extensivley as fertilizer. But the fish drifted south, and emply warehouses a mile east of town on the road to Cape Henlopen State Park are the only reminders of that lucrative period.

"That may be turned into a coal port," says Frederick hopefully of the empty factories and warehoues along the water, which stand in stark contrast to the soft beauty of Cape Henlopen State Park, one of the few unspoiled streches of beach and natural pine forest left on the eastern seaboard.

The ferry to Cape May passes charter fishing boats bobbing in the canal, breaking the stillness of an early evening with a mournful blast of its horn. On the Cape Henlopen pier, fishermen look up, then away, as they and the ship blend in the panorama of ocean and bay.

Although a new restaurant is rising beside the canal, and Lewes' first condominium is built, there is still a feeling of a secret seaside discovery, where days still smack of gentler ways.