WHEN I FIRST went to work in Norfolk, as a young newspaper reporter, my mother came to visit. She arrived one warm autumn afternoon, and I knew by the bounce in her step and the eagerness in her voice she was destined to be disappointed with Norfolk.

Her face began to fall on the drive downtown as we passed housing projects and dingy little storefronts. At the Omni Hotel she brightened -- perhaps it was not all so bad -- and said something about going shopping.

I smiled with a veteran's wisdom and gave her directions to Granby Mall, because, in those days, it was the only place I could think to send her.

When we met again that evening she looked battle weary. "I found this Granby Mall you were talking about," she said, narrowing her eyes at me, "but I didn't see one store I'd want to go into. I kept hoping it would get better by the next block, but it just got worse."

She looked betrayed. "My God, it's uglier than Cleveland."

And so it was.

Five years ago, Norfolk didn't have much to offer, unless a six-month cruise courtesy of the U.S. Navy was your idea of fun. There were a few interesting stores and restaurants, but they were spread out like freckles on a whale. And there were definitely no yuppies.

Funny how things change.

In just a few years Norfolk has come a remarkable distance. The waterfront, once nothing more than a mound of dirt and broken bottles, is now a grassy park with trees and slips for boats. Next door is Waterside, a smaller cousin to Baltimore's Harborplace and Boston's Faneuil Hall. Not far away are old warehouses that have been turned into condominiums with panoramic views of the Elizabeth River.

But the real change is in the mood. Norfolk feels different than it did five years ago. Gone are the days when it was just a port of call, the Navy town of ubiquitous bellbottoms and bar fights. Now it plays host to spring and summer festivals, art shows, beer parties in the park and a growing list of new shops and restaurants. Now it feels more like a city.

And what better time to see Norfolk than now. For starters, you've got the beach -- Virginia Beach. Sunbathing, swimming and surfing are already in full swing along the city's 38 miles of beach. In summer, everyone seems to gravitate toward "the Beach," as locals call it. Tourists, sun seekers, runaways, cruisers -- you name it. The atmosphere is casual, open, free-spirited, with most of the action on the beach or on Atlantic Avenue, a delightfully tacky strip of pancake houses, souvenir shops and high-rise hotels.

But if sun and that style are not all you seek, Norfolk offers plenty more. The two cities make a great combination for an early-summer weekend just a four-hour drive from D.C.

Your best bet is to stay near the ocean. For one thing, you'll have surf and sand at your doorstep. You'll also find more hotels to choose from, most of which are within walking distance of the beach. Even if you happen to be visiting during Norfolk's annual Harborfest (June 7-9), when the waterfront really comes alive, you'd still be better off headquartering yourself at the Beach. SUN, SAND AND SURF

Everybody talks about the old days, when the Beach was Princess Anne County. Some old-timers still call the southern half of the city Princess Anne, but the distinction is probably lost on most of the 300,000 people who live in Virginia Beach, the state's largest city.

Well, in the old days people "summered" at the Oceanfront, often staying for weeks, if not months, in one of those beautiful, rambling hotels that overlooked the Atlantic. A train used to service the Beach from Norfolk but it was pulled out years ago. The hotels were either destroyed or burned down, each to make room for something bigger and newer.

These days, the Beach is really two cities: the Oceanfront and the rest of Virginia Beach. More than 2 million visitors came here last year, mostly for the sun, sand and action along the Oceanfront.

The Oceanfront, as locals call it, is a thin strip of resort hotels and tourist attractions stretching from First Street to 40th Street along the ocean. Atlantic Avenue is the main drag, and the area north of 40th Street is called the North End, a residential neighborhood of sand-swept streets and expensive houses. Many locals prefer the North End beach because it's wider and less crowded.

Tacky is one way to describe the resort strip, though honky- tonk will do just as well. On Atlantic Avenue you can buy a pound of salt water taffy, ride an aging Tilt-A-Whirl around a creepy amusement park and find T-shirts adorned with the airbrushed images of women's breasts. As tacky as it is, the strip is seldom dull.

Up and down the Boardwalk, a concrete slab dividing hotels from sand, go thousands of people -- on bicycles, skates and foot. Hang out on the Boardwalk long enough, as many people do, and you will start recognizing people. Like the long-haired fellow who strolls with Siamese cats draped over his shoulders. Or all those folks toting metal detectors, waiting to comb the sand for lost coins. Or the groggy faces of street people who sleep on the beach after dark, lodgings that are strictly illegal.

Carpeted across the sand are wall-to-wall sunbathers in just about every imaginable shape and size. The fact that the beach is unmercifully crowded doesn't seem to faze anyone, least of all those looking for weekend dates.

If you walk as far as 31st, you'll come across Seaside Amusement Park. The 85-year-old park was once -- many years ago -- one of the hotspots of the Beach, with a ballroom that featured some of the best dance bands. These days the small arcade can hardly be called an amusement park. Though it still manages to stay open, it's little more than a shell for a few dinky rides and a snackshop.

Day or night, Atlantic Avenue is alive with traffic and tourists. At night, though, cruisers turn out in Jeeps, convertibles and those high-riding trucks -- ordinary pickup trucks jacked up on enormous wheels. The flow is slow as drivers and passengers snake up the avenue, calling out to friends and stopping to pick up more people. On weekends, this ritual lasts until nearly 1 a.m., when bartenders give last call.

For the past few years City Council has been wrangling over what to do with Atlantic Avenue, how to make that big mass of pancake signs and Knick Knack shops look more attractive. This summer the city will spend $1.8 million, the first step in a five-year, $28 million facelift. Part of the money will create public space for street vendors and entertainment, a move to copy the success of Norfolk's summer programs.

Interestingly enough, you'll find some of the area's better restaurants and shops on and off the avenue. If you find yourself around 17th Street, stop in at Natural Foods Inc., a small but well-stocked health food store that makes excellent sandwiches and refreshing fruit and yogurt milkshakes. For clams and crabs, try The Lighthouse at First Street near Rudee Inlet. Farther up Atlantic is The Raven, a popular retreat for those who like alfresco dining, delicious omelettes and great burgers.

Between The Raven and 31st Street you'll find plenty of fast- food palaces, ice cream parlors, pizza joints (Chichos at 2112 Atlantic is probably the best) and those family restaurants that serve everything from tacos to spaghetti.

If you want something a little different, go to 31st and Pacific Avenue, which is one street over from Atlantic, and check out the Jewish Mother. Something of an institution at the Beach, it has good sandwiches, omelettes, chicken soup and desserts. You'll find it crowded most evenings and on Sunday morning but the wait is generally worth it. Live music is scheduled throughout the summer.

For beach picnics and nightcaps, Taste Unlimited at 36th and Pacific offers a wide selection of domestic and imported wines, champagnes and beers. You'll find cheese, p.at,e, crackers and excellent sandwiches there, too. Pasta & Company at 3004 Pacific sells delicious pasta and salads -- to go, if you like. If fresh strawberries, apples and oranges are what you crave, the Seaside Market at 23rd Street and Pacific will supply. The quality is excellent, the prices high.

You'll find any number of bikini and surf shops on Atlantic and Pacific but if bare minimums are not what you're after, consider a few alternatives. Alexander Beegle at 31st and Atlantic sells tailored men's and women's clothing; it recently opened a Perry Ellis boutique. Up the street, Gigi offers an eclectic mix from well-known designers. Next door, Caravans lives up to its name with adornments from around the world. Across the street is the Ragged Robin, a popular store for cards, unusual gifts and Godiva chocolates.

Around the corner, at the Pacific Place shops, you'll find several stores, including Benetton, the Italian clothing chain; Harold Decker Studios for original art; and Morgan Taylor Classics for the yuppie look.

Yes, even yuppies like the Beach. OFF THE BEATEN SANDS

Atlantic Avenue isn't the only game in town. There's plenty of white sand on the north side of the city, along the Chesapeake Bay near the Lynnhaven River. Chicks Beach is popular among local residents living in nearby bungalows and stilt houses, and families seem to like the quieter waters of the Bay. If you find yourself in this neck of the Beach, there are two well-established seafood restaurants in the neighborhood, Henry's and Duck Inn.

Even less well known to out-of-towners is Fort Story, an Army post near the mouth of the Bay. The post allows visitors to use its beach, one of the broadest along the city's coastline, and usually has plenty of parking. Just take Atlantic Avenue north until you reach the fort. By the way, next door to Fort Story is Seashore State Park, a popular hiking and camping retreat. Look for the Spanish moss.

Another favorite beach among locals is Sandbridge, several miles south of the resort strip. Over the past few years Sandbridge has developed into quite a separate community of beach houses, though it remains much less congested than the strip. The southern part of Sandbridge, near the Back Bay National Wildlife Refuge, tends to be less crowded. Swimming is superb.

Speaking of Back Bay, take a hike through this spectacular refuge if you have time. On one side is ocean, on the other serene marshes and inlets. In between are all kinds of wildlife, from geese to deer. I once saw a small herd of wild ponies grazing in the grasses. At least I think they were wild.

Despite the relentless expansion of suburbs into southern Virginia Beach, rural life still prevails. In fact, agriculture is one of the city's top businesses, and you'll find several fruit and vegetable stands off the roads west of Sandbridge. For a delicious diversion, take Indian River Road to North Landing Road, then turn on Mount Pleasant Road and carry on to Bergey's Dairy Farm. This Mennonite farm makes the best ice cream around. It also sells fresh milk and cream -- in bottles, naturally.

And for a diversion of another kind, cast out your line for blues. For a few dollars you can join a head boat for a day of fishing offshore. For many dollars more, you and a group of friends can charter a boat to catch a Big One -- a marlin or tuna. Bubba's Marina at 3323 Shore Drive (804/481-3513) charges $13 a person for a half day of fishing, mostly for blues in May and June. If you want to go all out, a marlin charter for six people will cost about $650 for a day that begins at 5 a.m. Tuna will cost you a little less -- about $500 for a party of six. Tuna start running in June and marlin in July.

Closer to the Oceanfront is the Virginia Beach Fishing Center at Rudee Inlet (804/422-5700). Head boats there charge $20 a person for a day of fishing. Tuna charters cost $475 and marlin boats $650. Charters are booked early in the season, so make reservations if sport fishing is your game. Even for head boats it's best to reserve two or three days in advance.

Of course, you can always drop a line at the Virginia Beach Fishing Pier at 15th Street. It will cost you $3.50 for a day of fishing. Rods rent for $2.50 or $3.50 NORFOLK BY THE SEA

A couple of years ago, when the city began hosting the T.G.I.F. parties at Town Point Park, a lot of local reporters snubbed the weekly event. That Norfolk could possibly host anything fun, much less make a success of it, seemed highly unlikely to these newsroom skeptics.

It's surprising how good humble pie tastes with beer.

Hundreds of people -- ad execs, lawyers, bankers, artists, yuppies, moms and dads -- wind down every Friday evening in the park next to Waterside. As beer flows, sailboats and tugs steer up the Elizabeth River past the crowd. Across the river is Portsmouth and farther up, the hulking forms of drydocks holding Navy and merchant ships. The picture is made perfect at dusk when the sun blazes pink on the steel and glass buildings of downtown Norfolk.

Although the open-air parties have made Norfolk feel more like a real city, in many ways it's still a small town. Sometimes it seems that half the people at T.G.I.F. know each other, so familiar is the atmosphere.

The big event on the waterfront, of course, is Harborfest.

For three days the 22-acre waterfront is jammed with thousands of people listening to jazz, salsa, swing and Bach, waiting to use 160 port-a-johns, picking crabs and steamed shrimp, wolfing down crisp softshell crab andwiches, slurping gallons of ice cream, marveling at tall ships, speedboats and the fireworks that cap the weekend.

This year's headliners are the Fifth Dimension, the Glenn Miller Orchestra and Michael Murphey, best known for his record "Wildfire." Most of the fun, though, is found jostling among the crowd, wandering from one stage or tent to the next and just admiring the many private yachts that tie up at the docks. It all takes place June 7-9, and it's all free.

Next door to Town Point Park is Wasterside, which looks a lot like Baltimore's Harborplace. Best food bets are Pierce's Pitt Barbecue, which serves what many regard as the best pork barbecue in Tidewater; Haskins for superb french fries; Phillips for seafood and the view; The Fudgery for the obvious; Philadelphia Steak & Sub Co. for cheese steak.

Upstairs you'll find plenty of children's toys, women's clothing, shoes, kitchenware, scented soap, posters and jewelry. The usual things. For more-inteesting shopping, try Selden Arcade. It's only a block away from Waterside; cross Waterside Drive to Main Street.

The arcade is home to half a dozen shops and two popular restaurants. There's another Alexander Beegle's; Wice's and Bo's carry women's cothing, in a range of prices and styles. You will find designer-label shoes at Goldman's and reading material at J.M. Prince, probably the best bookstore in Tidewater, and perhaps the friendliest.

But the waterfront is only a small part of Norfolk, a city of 278,000 people. It's a city of well-defined neighborhoods, from uptown Ghent to middle class Bayview. As a port, Norfolk handles more coal and grain than any harbor on the East Coast. And of course the Navy plays a major role throughout Tidewater, with more than a dozen bases and a payroll exceeding $2.5 billion.

You probably won't see all that many sailors, though, when you come to Norfolk, They don't seem to be as conspicuous as they once were, perhaps because civvies are the order of the day off base. But if you want to see a bit of Navy life, that can be arranged.

The Norfolk Naval Base opens its gates and ships to the public every weekend from 1 p.m. to 4:30 p.m. You won't be able to board a carrier, but destroyers, frigates, oilers and such are open for tours. Or you can take a bus tour of the base by catching a city transit bus either at the base or at Waterside. For information and times, call 444-7955.

The Hampton Roads Naval Museum is open seven days a week. It's in the historic Pennsylvania Building on the base and houses detailed ship models, photographs and a superior collection of naval prints. The museum is open Monday through Friday from 9 a.m. to 5 p.m., Saturdays from 9 a.m. to 4 p.m. and Sundays from 10 a.m. to 4 p.m. Enter at the main gate on Hampton Boulevard.

Norfolk is a major shipbuilding center, but unfortunately Newport News Shipbuilding and the Norfolk Naval Shipyrd in Portsmouth are off limits to the public. For an excellent view of both commercial and Navy ships in drydock, though, take a ride up the Elizabeth River on the cruise boat Carrie B. You'll see Navy ships on the Portsmouth side and mostly commercial ships on the Norfolk side. Either way, you'll feel dwarfed by the colossal size of the drydocks. The Carrie B leaves from the docks near Waterside.

Locals tend to retreat farther uptown in summer, away from the crowds of Waterside. Colley Avenue has long been a small enclave of shops and crowded eateries in the middle of Ghent, a fashionable neighborhood of rambling homes and shady streets just a few blocks from downtown.

Colley is sort of the Main Street of Ghent. At one end is Elliot's, an old favorite for burgers, pasta, veal and desserts. Owner Elliot Juren will probably be hovering between the bar and kitchen; he's the tall guy with the red tufts of hair. Friday and Saturday nights draw big crowds, so be prepared to wait.

Next door to Elliot's is the equally popular Intermission. It lacks some of the friendly atmosphere of its neighbor, but the sandwiches are good and the customers entertaining to watch.

Every neighborhood needs a movie theater, and the Naro more than fits the bill. Old movies and art films are standard fare here, with cult movies at midnight. Just up from Naro is Clark's, another Ghent eatery. Across the street is Panache, for fine china and glass, and the Side Show for wonderful old clothing, accessories and jewelry.

Moving up Colley, you'll find bagels and pastrami at Mike's Deli and kitchenware at Bouillabaise. In the next block, look for June Kramer's. French country is the theme here, with beautiful furniture, porcelain and baskets imported regularly. A few doors up, Chester House joins a long line of Norfolk shops importing antiques from England. By the container. But Chester House has one of the better collections. DIVERSIONS AND OTHER DISTRACTIONS

A stone's throw across the water from Norfolk is Portsmouth, but a stone won't get you there. Take the new paddle- wheel ferry from Waterside and spend an hour or so exploring Portsmouth's Olde Towne. This is probably the best example of 19th-century architecture you will find in Tidewater, except for certain houses in Norfolk. Olde Towne, just a block from the ferry dock, is virtually an oasis in an old city struggling to revive its downtown.

While you're in Portsmouth stop at Portside, the city's answer (sort of) to Waterside. And if you happen to be in Tidewater during Harborfest, be sure to take the ferry to Portsmouth for the Seawall Festival. The art show is worth the trip. Ferries leave every half hour; 50 cents for adults.

But there's an even better reason for going to Portsmouth. On June 3 an exhibit of artifacts from the 15th-century British ship Mary Rose opens. The ship sailed during the reign of Henry VIII and went down off Portsmouth, England, where it was salvaged a few years ago. This is the first major showing of the artifacts in the United States. You'll find them at the restored 1846 Courthouse at the corner of High and Court streets.

Once you've seen Portsmouth, just take the ferry back to Norfolk.

When you get back you might want to stop in at the Chrysler Museum at the corner of Olney Road and Mowbray Arch in Norfolk. The collection is fairly respectable, particularly its art nouveau and art deco items. The museum is open Saturday 10 a.m. to 4 p.m. and Sunday from 1 p.m. to 5 p.m.

Ice cream is generally in order following museum excursions. One place to find it is Fat Richard's at the corner of Olney Road and Colonial Avenue in Ghent. Homemade ice cream -- berry berry, lemon sherbet, hazelnut, sweet cream and more -- makes this parlor a favorite. Sundaes are imaginative.

A personal favorite, though, is Doumar's on Monticello Avest take Olney Road to Monticello, turn left and go about five blocks. A Norfolk landmark with a colorful history, Doumar's claims to have invented the sugar ice cream cone. Cones are still rolled the old-fashioned way and topped with a generous scoop of ice cream. Best of all, Doumar's still provides curb service. CHEERS

After a hard day at the beach, sustenance is what the traveler writer orders. Aside from those restaurants already mentioned, there are several more that deserve mention. These generally are more expensive than such favorites as The Raven and Elliot's, but perhaps a bit better. THE BEACH

The Iron Gate House at 201 W. 36th Street (804/422-5748) offers Continental cooking in the elegant setting of an old house. Dinner for two with wine and tax will cost about $85.

Four blocks from the beach, at 32nd and Holly Road is Wesley's (804/422-1511). This local favorite is known for its excellent beef, local seafood and respectable wine list. About $80 for two, including wine and tax.

La Broche at 608 Birdneck Road (804/428-0655) specializes in French and Spanish cuisine with a Mediterranean flavor. Watch out for flaming desserts. Dinner for two about $55. Take Laskin Road (31st Street) to Birdneck.

Cafe Zoe at 40th and Atlantic Avenue is the place for light salads, pasta and sandwiches. Nearby, Yorgy's serves excellent lamb, creole seafood and decadent desserts. The atmosphere is open, bright and lively. At the corner of Mediterranean and Norfolk avenues is The Beach Smokehouse, a new takeout establishment that specializes in smoked (what else?) turkey, lamb, fish, brisket and the like. You can get a sandwich there, too.

Near the Chesapeake Bay, best bets are the Lynnhaven Fish House (804/481-0003) and Alexander's On the Bay (804/464-4999) for dependable seafood and romantic views. NORFOLK

Le Charlieu has consistently ranked among the Tidewater's top restaurants with its well-prepared menu. Veal, lamb and seafood are among the specialties. The dining room, part of an old mansion off Granby Mall, is lovely. Dinner for two with wine is about $70. At 112 College Place (804/623-7202).

Until a couple of years ago, Potpourri was just another Colley Avenue hangout, and not a memorable one. Now it's called Master's and the cuisine has changed from burgers and salads to American nouvelle. The atmosphere is more elegant, as is the food. Dinner for two around $70. At the corner of Colley Avenue and Princess Anne Road. (804/627-4293).

When Monroe Duncan held court behind the grill of Suddenly Last Summer, dining was truly theater. Monroe has moved over to the Chamberlin Hotel in Hampton but the character of this restaurant hasn't changed. It's small, crowded and fun. In addition to the regular menu, there are new selections every night, from swordfish and crab to veal and pasta. Dinner for two about $70. At 9225 Granby Street (804/587- 0077), not far from the Navy base. If you find yourself in Ocean View for dinner, wander down to the Chesapeake Bay. It's just a few blocks from Suddenly Last Summer. Ocean View sometimes gets a bad rap for being a bit scruffy, but locals love and defend it. You'll find plenty of watering holes along Ocean View Avenue, including an old standby, The Thirsty Camel.


You won't find quaint inns or rambling shore hotels here. The Oceanfront is virtually a seawall of high-rise hotels, family- run motels and efficiency apartments. In Norfolk, you'll find two or three decent hotels and that's about it.

One option, however, is Bed and Breakfast of Tidewater. This group will find you lodgings in a private home for $45 to $55 for a double room with breakfast. Most of the homes are in Norfolk and the Beach. Some are big houses in Ghent, others are smaller homes within walking distance of the Beach. One is a gh-rise waterfront penthouse in Portsmouth. To reserve, call 804/627-1983.

Here are a few hotels at the Beach: The Cavalier at 42nd Street and Atlantic, $114 for a double, 804/425-8555; Ramada at Seventh and Atlantic, $100 for a double, ocean view, 804/425-5151; Sheraton at 36th and Atlantic, $102 for a double, 804/425-9000; Holiday Inn at 25th and Atlantic, double rooms $110 after June 14, 804/425-6920; Oceanfront Inn at 29th and Atlantic, double rooms $85 after June 15, 804/422- 0445.

Or you can call the Virginia Beach Reservations Center. They'll find you a room in a motel, hotel, apartment or condo. Call 800/446-6870.

In Norfolk, best bets are the Omni International Hotel and the Madison Hotel. The Omni overlooks the waterfront and is a short walk to Waterside. Waterfront rooms are $108-$118. Others are $88-$98. The Madison is not on the water but an easy walk to the waterfront. Double rooms are $75, suites $95. GETTING THERE -- The fastest way to get to Norfolk and Virginia Beach is Interstate 95 to Richmond, and from there Interstate 64 to Norfolk. For downtown Norfolk, take the I-264 exit. For Virginia Beach, take the Expressway exit. It's about four hours from Washington.

For a slightly longer but more scenic route, take U.S. 50 across the Chesapeake Bay Bridge and then U.S. 13 to the 171/2-mile Chesapeake Bay Bridge-Tunnel. The toll is $8 each way, but the view of water and marshland is superb.Cathy Horyn, a reporter for The Virginian Pilot, spent many weekends in Cleveland with her parents.