Not a lot has changed in St. Mary's City since English settlers first landed on the shore of the St. Mary's River 349 years ago.

The Maryland state capital until 1695, "St. Maries Citty" has no fast-food outlets, gas stations or shopping malls. Few places are so well suited to step back into the 17th century. On Sunday, the 1,200-acre English village will recreate those early colonial days in celebration of "Charter Day," which marks King Charles I's ceding of land to Lord Baltimore in 1632 and the beginning of religious toleration in the colonies.

Actors dressed as farmers, carpenters, craftsmen, printers, clergymen, indentured servants and slaves will give "living history" performances throughout the day, discussing lifestyles and events of the period. Sea chanteys and traditional Irish, gospel, bluegrass and brass-quintet music will be performed.

There'll also be free demonstrations of quilting, rope-working, woodmaking, horse drawn wagons, a mock treason trial and traditional crafts and food. And a copy of the Maryland Charter will be on display, along with other historical documents in the old State House.

The Godiah Spray House -- a reproduction of a 17th-century tobacco plantation complete with pigs, chickens, sheep, houses and barns -- will lend an air of antiquity in the same vein as the Sotterley Mansion some 19 miles to the northeast of the city.

Trinity Episcopal Church, near the site of the old mulberry bush where Leonard Calvert, the first governor of Maryland, met with the first Maryland General Assembly, will also be open.

And moored just below the State House bluff will be a replica of The Dove, one of the two small ships that brought 140 settlers to St. Mary's, an Indian village that was bartered for axes and other trade goods. Founded by Calvert in 1634, it was the fourth settlement in this country.

Also on display will be the recent archeological digs of Calvert's home and hundreds of artifacts found there.

Exhibits open at 10 a.m., and "Charter Day" festivities are free and run from 11 to 6. There are, however, separate admission fees to the Godiah Spray House and The Dove: $1 for adults; 50 cents for kids. A package including those and a visit to the Chancellor's Point Natural History Area is $2.50 for adults, $1 for children.

After you've toured the town, you might head on out to Sotterley Mansion, a working plantation dating to 1717 that's still used on occasion as a summer home. It's hard to imagine a more charming lifestyle as you stand in the 10-room mansion and gaze across the 70-acre estate and its rolling wheat fields to the Patuxent River.

A Chinese Chippendale staircase designed by an indentured servant is the pride of the mansion, along with the Great Hall, which has been described as one of the most beautiful rooms in America.

Original 18th-century antique fixtures of Sheffield silver, vases, lusterware and Gimble clocks decorate the rooms, and colonial engravings to photographs from the '40s tell the story of 250 years of families living in the mansion.

Used in the mid-1700s as a port of entry, Sotterley was subject to some pirating. Goods and supplies were kept in barns and sheds; in one room, a secret passage designed for quick escape, was hidden inside a closet.

Three bedrooms are open to the public, as is most of the house. Fresh-cut flowers found throughout the mansion come from the lovely English-style gardens where coral bells, yarrow, iris, snap dragons and roses flourish near a well-tended vegetable patch. On the opposite side of the house, sheep graze in the tall grass.

George Plater III, Maryland's sixth governor, grew up there and later held official state dinners in the impressive colonial dining room. Nearly a hundred years of Plater ownership ended when George Plater V lost the plantation in a dice game. His ghost is said to return home on horseback occasionally, still remorseful over the loss. TOURING ST. MARY'S CITY -- From the Beltway, take Maryland Route 5 (Branch Avenue) south 65 miles to St. Mary's City. SOTTERLEY MANSION -- From St. Mary's City, take Maryland Route 5 north four miles, right on Route 246, three miles to Lexington Park. Left on Route 235, nine miles to Hollywood. Right on Route 245, three miles to Sotterley. Tours are given daily from 11 to 5, June through September, and by appointment in April, May and October. Admission is $2.50 for adults and $1 for children 6-16. Group rates are available. Picnics are welcomed. Call 301/373-2280..