When my father was a young boy and visited Virginia Beach, it was a sleepy little summer resort. The boardwalk, actually a concrete walkway, passed a few motels and a string of private beach bungalows and rooming houses and ended at the Thunderbird Motor Lodge on 35th Street. Today, it runs for three miles -- the beach itself is 28 miles long -- and all the big hotel chains have moved in. The year-round population of Virginia Beach is an astounding 263,000.

The Cavalier Hotel reflects the changing scene. Built in 1927, the Cavalier sits in baronial splendor high on a hill at 42nd Street and Pacific Avenue. In its heyday, it was known as the "Grand Old Lady of the South." The very rich arrived in private Pullman cars that they parked on the side tracks. Lunch and dinner were black-tie, every Sunday afternoon there were tea dances, and F. Scott Fitzgerald sipped gin by the pool. You get the picture.

Today, the old Cavalier's 120 guest rooms, its gleaming hallways, mahogany-and-velvet sitting rooms and wicker-filled sun porches are being refurbished. There's a long black Fleetwood limo parked in the driveway, but the lobby sports a video game.

The same amusement park that was there when my father was a child still delights his grandchildren with its fast rides and flashing lights. But the old lip-de-dip (roller coaster) is gone, and so is the Peacock Ballroom.

"When I was 18," my father recalled, "the Peacock Ballroom was next to the amusement park. It was during the Great Depression. They used to bring in the big bands -- Benny Goodman, Artie Shaw, the Dorsey brothers. I was a starry-eyed kid at the time and played clarinet in a little band. I used to go down there with my high-school gang to listen to Benny Goodman. They had this big globe revolving, and when you were dancing, the colored lights would flash all over the place. It was something."

There's still a lot to like about Virginia Beach. On an early-morning walk, I observed: an extemporaneous, '60s-style hootenanny beside the ocean, a gaggle of Spanish- speaking boys playing soccer on the beach, a group of young blacks dancing to a portable radio in a parking lot, and, later, a San Francisco-style trolley bus whose bumper advised, "Follow me to the Jewish Mother" (a new deli). This is an eclectic blend I have not seen in, say, Rehoboth. Even the restaurants -- where, of course, seafood predominates -- reflect the ethnic diversity of the Tidewater region: They are French, Italian, Mexican, Greek, Chinese, even American.

Another difference between Virginia Beach and other beach areas I've visited is the near-absence of carryout food stands and souvenir shops along the boardwalk. Granted they're a block away on Atlantic Avenue, but at least the French fries and the fudge aren't within arm's reach.

Besides the big hotels and small motels, there are neat little guest houses with wide wooden porches and names like Avalon, Avamere, Greenwood and Sinclair. At The Sinclair (261/2 and Oceanfront), you can sit on Gulliver's plant-bedecked Front Porch and feast on homemade blueberry pancakes garnished with fresh fruit, and watch the passing show.

Thus fortified, head a little farther down the boardwalk to the year-old Maritime Historical Museum (24th and Oceanfront) where Virginia Beach is preserving its seafaring heritage in bits and pieces of shipwrecks and sailors' art. The museum, housed in the Coast Guard's old Seatack (from "sea attack") Lifesaving Station, built in 1903, holds the details of this area's most famous battles and shipwrecks plus an interesting collection of scrimshaw and nautical instruments. It was the first time I had seen a highly prized "seaman's valentine," an intricately carved arrangement of hearts and flowers done in 1893.

Also on display is a gilded lion from the stern and a small bottom portion of the original figurehead of the Norwegian bark Diktator, which became trapped in a storm off Virginia Beach on March 27, 1891. Volunteer rescue workers managed to save 10 crewmen, but Captain Jorgenson's wife and four-year-old son perished. The Norwegian Lady, a nine-foot bronze replica of the Diktator's figurehead, now stands at 25th Street commemorating the tragic shipwreck. It was a gift from the people of Moss, Norway. She appears to be looking across the sea to Norway, where her sister statue stands, looking back.

During a violent thunderstorm, it's not hard to imagine those days. It was Fourth of July eve; I was sitting in a little room five floors above the beach and ocean. The power was off. The fireworks started early as though nature had been preparing a light show just for the occasion. A little preliminary lightning, the low rumble of thunder, then suddenly the sea was lit again and again by jagged streaks of lightning. The next day, I saw that a sickle-shaped swath had been hacked out of the sand. The beach looked as if it had been beaten.

This is one of the few drawbacks of Virginia Beach: The beach is badly eroded and lacks seashells. For another, in early July the ocean had sea nettles, which usually don't appear until August. (If you're stung, rub moistened meat tenderizer on the area; it should be okay by the next day.) Finally, the hotel rooms seem overpriced. We paid $81 a night (including tax) for a small double oceanfront room at the Thunderbird, as compared to $64 for an extra-large room at the Dinner Bell Inn, one of the nicest places to stay in Rehoboth.

Here's a visitor's guide to Virginia Beach. GETTING THERE Go down I-95 south to the Richmond bypass (I-295). Take it to I-64. Go through the free tunnel to Ocean View, staying on I-64 until you come to the Virginia Beach toll road (Route 44), which leads to the beach. Driving time: about four hours. WHERE TO STAY You will be hard-pressed to find an oceanfront room in season (except at the guest houses) for less than $70 a night. Having said that, try these: The Hilton Inn, Eighth and Oceanfront (804/428- 8935); Holiday Inn, 25th and Oceanfront (804/425- 6920); Princess Anne Inn, 25th and Oceanfront (804/428-5611); Ocean Ranch Quality Inn, 32nd and Oceanfront (804/428-7233); Thunderbird Motor Lodge, 35th and Oceanfront (804/428-3024); Belvedere Motel, 36th and Oceanfront (804/425- 0612); Sheraton Beach Inn, 36th and Oceanfront (804/425-9000 or toll-free 800/325-3535); Howard Johnson Motor Lodge, 38th and Oceanfront (804/428-7220); Holiday Inn, 39th and Oceanfront (804/428-1711); Cavalier on the Ocean, 42nd and Oceanfront ($94 a night, 804/425-8555) or Cavalier on the Hill, 42nd and Pacific (804/428-6611). For either Cavalier toll-free, call 800/446-8199, in Virginia 800/582-8324. At the Sinclair, 261/2 and Oceanfront (804/428- 4733), you can get a small, clean, pine-paneled double room with private bath for $40 a night. Oceanfront runs $48 a night, $32 with a connecting bath. Other guest-house type accommodations and rates can be found at the Avalon Hotel, 20th and Oceanfront (804/428-5421), the Greenwood Hotel, 20th and Oceanfront (804/428-9815) and the Avamere Hotel, 26th and Oceanfront (804/428- 2112). WHAT TO SEE While vacationing in Virginia Beach, sights worth seeing include the VIRGINIA BEACH MARITIME HISTORICAL MUSEUM, 24th and Oceanfront. Hours: Monday to Saturday 10 to 9, Sunday noon to 5. Admission: $1.50, adults; $1, senior citizens and military; 50 cents, children 6 through 12. Also there's the old CAPE HENRY LIGHTHOUSE, built in 1791 to replace the inland fires lighted by the colonists. The first lighthouse erected by the U. S., it marked the 14-mile entrance to the Chesapeake Bay for nearly a century. Also at Cape Henry, within the Fort Story Military Reservation, is a stone cross commemorating the first landing of English settlers in what is now Virginia Beach. For a 25-minute drive to downtown Norfolk, you can see the MacARTHUR MEMORIAL. Opened iom portion ofn 1964 in Norfolk's historic 1847 City Hall, it's the final resting place of General Douglas MacArthur. The museum houses his family china and silver, his famous cap, sunglasses and corncob pipe, all his medals and career memorabilia, even his 1950 Chrysler Crown Imperial limousine. Hours: Monday to Saturday 10 to 5, Sunday 11 to 5. Free. While in Norfolk, also visit the CHRYSLER MUSEUM, which holds an $80 million art collection spanning five thousand years. Its seven-thousand-piece glass collection is considered one of the world's finest. Hours: Tuesday to Saturday 10 to 4, Sunday 1 to 5. Free. Or cruise up the Elizabeth River on the CARRIE B, a replica of a double-decked Mississippi riverboat. You'll pass giant warships, submarines and cargo vessels in the harbor, pleasure boats entering and leaving port, plus a close-up view of a Navy aircraft carrier and the Norfolk Naval Base, the world's largest Naval installation. Tours leave daily at 10, 12:15, 2 and 4:15 and last 11/2 hours. Cost: $7 adults, $3.50 children under 12. Board at Norfolk's Dunmore Docks, foot of West Main Street and Waterfront Drive (804/393-4735). Well-known to nautical buffs since 1930 is the MARINERS' MUSEUM in Newport News (open Monday to Saturday 9 to 5, Sunday noon to 5, admission $1.50 adults, 75 cents ages 6 through 15, call 804/595-0368 for directions). Don't miss their 35 figureheads and the August F. Crabtree gallery of miniature ships. WHAT TO DO Go fishing with the VIRGINIA BEACH FISHING CENTER, Fifth and Pacific Avenue (804/422- 7500). Headboats fish open waters, wrecks and reefs for spot, sea bass, and flouder with occasional tautogs and bluefish. Half-day trips leave at 8 and 1:30. Cost: $14 adults, $12 under 12, including ice, bait and tackle. They also will make up parties to go deep- sea fishing for blues, tuna and marlin. Go bike-riding. Virginia Beach has a two- mile bike path paralleling the boardwalk and oceanfront so you can bike all day without running into strollers. Bike rentals in back of the hotels charge $2.50 or $3 an hour. Virginia Beach also has 146 tennis courts -- OWL CREEK (reservations: 804/425-9749), has been called one of the 50 best municipal tennis complexes in the country -- and five golf courses that are open to the public at prevailing greens fees. May, 1980, brought the return of the old trolleys that ran from Norfolk to Virginia Beach in the early part of the century. Take a ride up Atlantic Avenue on one of these colorful red-oak-and- brass trolleys, now trackless, for 25 cents. FOR THE KIDS Virginia Beach offers plenty of fun for children, including the seaside amusement park and video arcade (fireworks every Wednesday night), a mini-amusement park at Rudee Inlet, two miniature golf courses, water slides at 30th and Baltic Avenue and at Jungle Falls (11/2 miles south of Rudee Inlet on General Booth Boulevard), bumper boats at Fifth and Atlantic Avenue, the wax museum at 16th and Atlantic, a haunted house with live actors (open 5 p.m. to 1 a.m., 315 21st Street), and go-kart rides at VIRGINIA BEACH SPEEDWAY. On the way home, you could do worse than to stop at PEABODY'S, the fancy T-shirt emporium at 21st and Pacific Avenue, for a souvenir. They make custom silk-screened T-shirts, more than 300 designs to choose from.