Less than an hour from Washington, past the sprawl of junk food stops, used car lots, and factory warehouses, there survives a small, charming city by the sea, an 18th-century town intact that might still be, as it was called 200 years ago, "the genteelest town in North America."

The heart of the city, resting on a hillside overlooking the Chesapeake Bay, exudes gentility. Its narrow streets, laid out in a unique baroque pattern, are made for walking, and in the soft evening they often seem more like cultured Europe than garish America. Church Circle, for instance, is a pleasant sea of red brick blessed with graceful structures like the old Court House, the Governor's Mansion, the church in the middle and the odd-shaped Maryland Inn, nudging the circle like the prow of a ship. Even the sidewalks and some of the streets are brick. Dotting the red, like whitecaps on the sea, are splotches of green: leafy elms and maples, clipped hedges, and lush grass lined with hyacinths.

Nearyby, on the brow of the hill, the colonial State House overlooks classic Georgian mansions, a bustling City Dock, and the hallowed halls of St. Johns College and the Naval Academy. Everywhere you walk the sprightly cupola of the State House peers out its window-eyes at you. In the fresh stillness of a new morning, people arise to the quick, clear, sharp tones of a Navy bugler's reveille.

Imagine Washington without hassles, a capital city condensed to the scale of Georgetown, and you have an approximation of Annapolis. The core of the city, once run down, is now a lively, prosperous place - with problems, certainly, but clearly on the upswing. Things are going well, except for one thing: behind the blossoming of this pleasant dream city lies the destruction of a community.

To some it is a simple story of villains and victims. If that were the whole story, it would have long since become a national scandal. But what has happened in Annapolis is far more entangled than that, and therefore more serious.

This city where the water sparkles at the foot of Main Street, this city of Southern softness and small-town camaraderie, this historic jewel of a city is also a living textbook on the social costs of renewel and redevelopment. Progress has hit Annapolis like a food processor, breaking up ethnic groups, mixing them into the upwardly mobile mass, and chopping up black communities while preparing the exquisite souffle of the historic district. Three forces have powered progress in Annapolis: historic preservation, governmental action, and private development. Often at odds with each other, they have brought prosperity to a once fading town, and in the process they have, respectively, obliterated one black community, left another in shreds, and put a third under siege.

The story begins in the early '60s when many stores on Main Street were vacant, outlying shopping centers were opening, and the widening of Route 50 from Washington made the development of Annapolis inevitable. The only question was what kind of development, and much of the answer has been provided by Historic Annapolis Inc. (HA), a group of stalwart preservationists who have fiercely defended for more than 25 years the right of historic Annapolis to remain so. It has been a bitter battle. Numerous private developers and governmental forces (city, county and state) have insisted that downtown Annapolis needed shiny new buildings to be brought back to economic life - high-rise buildings for government offices, hotel rooms and parking spaces. Historic Annapolis hasn't won every battle; sometimes it has had to compromise. But it has clearly won the war. Only half a dozen blemishes of unseemly modernity mar the historic area, a remarkable record compared to other similar towns like Newport, R.I., which bears the scars of high-rise hotels and a new four-lane highway along its waterfront.

The most far-reaching preservationist victory in Annapolis has been the establishment and tough enforcement of the historic district ordinance under which all changes to the exterior of buildings in the downtown area must be approved by a persnickety Historic District Commission. Historic Annapolis' most elegant victory is the meticulously restored Georgian mansion, the Paca House. It is such a magnificient urbane setting that the State Department plans to use it to entertain visiting dignitaries.

"I can never decide whether Paca House or Annapolis itself is our greatest achievement," St. Clair Wright told the Annapolis press during the organization's 25th anniversary. Current chairman of the board of Historic Annapolis and its long-time guiding light, Wright is an indefatigable lady with wispy hair and a hard-set chin that has stood her well in cutting through the granite indifference of preservation's opponents. Known as the "Dragon Lady" by friends and foe, Wright's numerous awards have brightened her national reputation as a resourceful and tough preservationist. Fellow preservationists, as well as opponents, chafe over what has been called in the local press the "web of influence she has woven over the city."

Whatever the personal power of Wright, there's no doubt about the clout of Annapolis preservationists. When the Naval Academy wanted to expand further into the historic part of town, preservationists generated a flood of letters of protest from all over the country. President Kennedy ordered a review, and the Academy found ways to expand within its boundaries, not beyond them.

Many preservation groups are run by cultured people who do a marvelous job restoring individual mansions, but are unwilling to soil their hands in local politics. Not so in Annapolis where preservationists combine the combativeness of Carrie Nation with the social standing of Gloria Vanderbilt. Neither the power nor the status of preservationists endears them to the local populace. "They're pilloried all over town," says Paul Pearson, proprietor of the Maryland Inn and a preservation-minded developer. "People don't like to be told they can't build a porch on their house or paint it this color or that."

"Historic Annapolis is full of bull-," says Willis Hutton softly. "I don't know nothin' personal. But I know they're full of stuff. They's hard on people. I know that." A retired waterman in his late 70s, Hutton lives above Williams Barbershop, the last gathering place for blacks near the City Dock. "Once it was a lot of colored business around here, lot of it," Hutton remembers. "All the business was colored around the Market. Pinkney Street was nothin' but colored people. I know when a white man wouldn't walk through there. It was Nigger Alley. Now it's White Man's Avenue."

Roger Williams Jr., who cuts hair for his father at the barbershop, could think of about 15 black families left in the two-block area of some 70 housing units around the shop. The 1960 Census showed the reverse: 15 white-occupied housing units in those two blocks, and the rest black. "Essentially there's been a complete turnover in the neighborhood," according to Sharon Provine who worked for the Annapolis Office of Planning and Zoning until recently. "Aw, hell, they had that planned 20 years ago to phase out all the black people from the downtown area," says Walter Bailey, long-time Annapolis resident, sitting in the barber chair.

When they went, a long history was severed. Blacks in Annapolis constitute a longstanding community with a rich past. Two free black men came from England on the same ship that brought the first white men to Maryland in 1634, and by the early 1800s Annapolis had a sizable community of free black artisans and businessmen. Frederick Douglass, born on the Eastern Shore, had a summer cottage in a still popular black resort community next to Annapolis. The city itself is nearly 30 percent black today.

The city's Comprehensive Plan, adopted in 1974, cites a large increase in the white population, which exceeds that of nonwhite in the region as a whole. Between 1960 and 1970 the white population increased by 19,023 and 79.6 percent of that increase resulted from migration. However, the nonwhite population went up by only 2,177 persons, with only 3.7 percent of that increase due to migration. The report concludes, "The proportion of black persons will continue to decline unless black household incomes improve relative to overall population, or low-and moderate-income housing programs are introduced into the region on a significant scale."

But the presence of blacks, past or present, is almost invisible to the visitor to historic Annapolis. Four portraits of famous black Marylanders hang in the State House; otherwise, the historic district, once an interracial community, is now virtually all white.

Historic Annapolis has made some efforts over the years to keep blacks in the Pinkney Street area. It has approached HUD, the city, private foundations and some churches, trying to get programs going. It has relaxed some of its easement standards in individual cases to help low-income people. It also helped save an early 19th-century black church from destruction, and picked up the tab for some of the legal expenses involved. With the Mt. Moriah congregation in a new church on Bay Ridge Avenue, on the outskirts of town where most blacks live now, the old building is slated to become a state museum for black culture. "Historic Annapolis was extremely helpful to us in saving Mt. Moriah and has continued to be helpful in developing the museum," says Carroll Greene Jr., executive director of the Maryland Commission on Afro-American History and Culture.

But black activists say these are isolated efforts, more guilt-ridden than sincere, and they only point up the aloofness of Historic Annapolis toward the black community over the last 25 years. "They're a very elitist group," says Fred Greene, planning director for Annapolis. "They have no sensitivity" to the problem of blacks being displaced by preservation.

Like the historic district it has fostered, the Historic Annapolis organization, 3,000 strong, is also virtually all white. A long-time black member could think of only one other black member. There are no blacks on the board of directors and none on the standing committees, according to President Pringle Symonds. Asked if Historic Annapolis worked with local groups on the Pinkney Street project, St. Clair Wright responded, "There weren't any groups."

"That is not true!" exclaims Carl Snowden, an official of the local NAACP chapter. An intense man with deep-set eyes and an unshakable vision, Snowden is a respected gadfly who has been a conspicuous activist in Annapolis since he was expelled from high school following several days of black student unrest in 1969. "Everyone knows him," Mayor John Apostol told the Baltimore Sun. "They may not know who the mayor is, but they've heard of Carl Snowden." In the last 10 years, Snowden has worked in Annapolis with tenant groups, black churches, black political organizations, poor people's demonstrations, the NAACP chapter, and the Committee to Save Mt. Moriah.

While there are a number of community organizations, Annapolis' 10,000 blacks do lack the organization for economic development that larger black communities have.Such organization has to be built. In neighborhoods in Pittsburgh and Cincinnati, for example, preservationists have worked closely with residents to build organizations that sponsor subsidy programs to keep low-income people in their restored neighborhoods. With all its clout and know-how, Historic Annapolis could do a great deal to foster such community self-help activity. So far it hasn't. "They haven't come to the black community and said, 'Let's save these buildings for the residents; it's in both of our best interests,'" says Snowden.

Preservationists and blacks did sit down to talk in Annapolis recently, but on opposite sides of an attempt to make historic Annapolis more relevant to blacks. Kunta Kinte, the hero of Roots , landed at the City Dock on a slave ship in 1767; and blacks, with the support of four aldermen, asked the city to put up a plaque commemorating the event. The proposal lost by one vote, the mayor's. He and Historic Annapolis objected to the proposal, arguing that other immigrant groups would want plaques too. But if a third of Annapolis were of French descent, say, and Lafayette had landed there, one wonders if preservationists would object to a plaque in his honor.

Just west of Church Circle lies the urban renewal area, a disjointed neighborhood that looks as if a tornado had ripped through it a few years ago, and one did. A beneficial tornado for some, a destructive one for others. The benevolent tornado hit the commercial strip on West Street, tearing down the jungle of junky signs, ripping out utility lines and burying them, repaving sidewalks in brick, and clearing areas for a large parking garage and a new building that houses a bank, a stockbroker, a drug store, and a clothing store.

The destructive tornado has left empty spaces where there were once rundown but structurally sound 19th-century row houses - houses where babies were born, grandparents died, and people grew up in a community blessed with the continuity of life. In the '60s this was called a "slum," and the most humane thing to do was to level it. Today we know better, thanks in large part to Jane Jacobs' seminal book, The Death and Life of Great American Cities . Those houses would be rehabilitated today, and some surviving ones have been-more than first planned after preservationists intervened to save some buildings initially marked for destruction.

Hindsight is cheap, but it is still important to understand what "progress" has cost this community. It was once a thriving black neighborhood with lunchrooms, bars, supper clubs, a theater, and the Dixie Hotel where you could soothe your soul to the live music of the likes of Bessie Smith and Pearl Bailey. Thirty-three business and 237 families were relocated by the urban renewal tornado.

Perhaps the greatest loss is not physical at all. Since 1925 the Fourth Ward had sent a black alderman to the City Council. In 1972 the district was redrawn and a white alderman was elected, leaving only one black alderman (from the Third Ward) on the nine-member City Council. The Fourth Ward neighborhood was rebuilt, after a fashion, and the result of this "progress" has been to cut sharply the political power of a people that has historically been flagrantly disenfranchised.

The transformation of Annapolis over the last 20 years has left it, more than ever, two cities: one black and one white, separate and unequal. Some residents in the urban renewal area remain in what's left of the neighborhood, but most moved out to the second city, a sprawling area of miracle mile strips, shopping centers and apartment developments intersected by high-speed highways. It is Anywhere, USA, devoid of the uniqueness of Annapolis and isolated from its lively neighborhoods. Annpolis architect Gene McNulty calls these areas "Sowetos," where blacks are stuck away from stores, schools, churches and jobs. Residents of public housing projects who can't afford cars are left to the mercy of the city bus system, which consists of three dilapidated school buses.

"It's the worst case of nigger removal in the history of the state," Snowden snaps. (Though Baltimore blacks might argue about that.) Two black churches have conspicously stayed in the urban renewal area, like bastions against the tide. "It's inconvenient for many parishioners, but the congregations made a conscious decision not to move," says Snowden. "They're saying: you won't push us any farther."

Not all the outlying areas are barren public housing projects. Many middle-income blacks live in pleasant neighborhoods, preferring newer split-level homes to the old historic townhouses. But in the process the charm of old Annapolis is being left entirely to the affluent. A recent federal housing act solemnly established a national goal of reducing "the isolation of income groups within communities" and promoting "an increase in the diversity and vitality of neighborhoods." But "Annapolis has become less diverse," says bookstore owner Tom Kahler, a former reporter for the Annapolis Evening Capital. "It has become homogeneous to a great degree."

Some diversity remains in Eastport, across Spa Creek from the downtown area. It was once an unfashionable part of Annapolis made up of modest single family homes with large back yards and an unbroken view of the bay on the peninsula. It was an interracial community with neighborhood churches and community organizations and people who loved being by the water.

"I've always been oriented to the water, since I was a youngster," says Eastport Alderman David O. Colburn. "During the Depression, part of our living came out of those waters."

Today there's a different kind of living that comes from the water, and because of it Eastport's diversity hangs by a thread. Over the last 10 years developers have built up a whole new world along the banks of the creeks. Weekend yachtsmen and commuters from Baltimore and Washington have flooded into the modern upper-income apartments and condominiums that now loom above the forest of masts lining the shores of Eastport. Being on the water and within commuting distance of two large metropolitan areas, Annapolis has gone through an explosive growth and become an East Coast boating capital.

On weekends from May to October the waterfront swarms with bar hoppers and yachty people, while many residents hibernate. Eastport has two shopping centers by the water devoted exclusively to the boating industry which pumps some $12 million a year into the local economy. The city has been invaded by vast armadas of the two great monuments to American affluence and technology: cars and boats.

A third force has invaded Annapolis in recent years along with commuters and yachtsmen: tourists. Area ornithologists have observed a new creature in these parts, the two-legged wallet that pecks about the picturesque streets, tolerated but not much loved by the natives, particularly at peak migrations.

Against such an influx, Annapolis struggles to maintain its uniqueness. Novelty shops, chic boutiques, bars and eateries have doubled in the downtown area over the last 25 years, while businesses providing resident-oriented goods and services have been cut in half, according to the city's figures cited in a recent report.

Though it has recently been much improved by landscaping, and preservationists have prevented proposed extravaganzas of tackiness from taking over, the City Dock area is still basically, as one preservationist calls it, "a glorified parking lot" that will never be unglutted until the city adopts some of the public transportation proposals that have been recommended by various studies. When the improved landscaping cut out 11 parking spaces, local businessmen wailed over the business they'd lose. In fact, as many cities have found out, a more attractive area brings more people (as well as less congestion); so would shuttle buses and self-guided walking tours through the historic area similar to boston's network of Freedom Trails.

Ten years ago the City Dock was a working waterman's port with fishermen selling seafood off their boats, farmers hawking produce off their trucks, a blacksmith, black businesses, watermen's bars, and supermarkets.Today "the slips for the yachts have pretty much shoved us right out of the harbor. They've got the watermen isolated up these creeks and ditches," says Larry Simns, president of the Maryland Watermen's Association. Many watermen see congestion and pollution threatening their livelihood. "We're sitting on a time bomb," says Simns, "waiting for one of those tankers filled with chemicals to crash and put us out of business."

With the watermen scattered, the City Dock has become a stylish shopping center for yachtsmen, tourists and commuters. "What used to be a very charming town seems to be more of a party town now," says Sharon Provine, former city planning employe. The main shoppers you see in the evening along the City Dock these days are groups of men touring the "meat racks" of downtown bars.

Residents have been reacting sharply to the takeover of their town by outsiders. The city recently passed a resident parking sticker law, Anne Arundel County has a moratorium on marine development and a 10 percent dock tax, and the Eastport peninsula has been downzoned to lower the density of development. The question is whether too little is being done too late. "Both sides in the downzoning debate agreed with the city's report that "moderate income renters will tend to be priced out of the market over time under either zoning designation."

"If Annapolis is going to be all upper class, a fantasy world with no cross section, it's going to be a very dull and bleak place. It's depressing. Not only that, it's expensive," says Jim Clark, a poet whose full beard and gloomy prophecy suggest a modern-day John Brown. "The leisurely pace, the feeling of comfortableness is going. How do you give a town back to its citizens?" asks Clark, who works for the Maryland Commission on Afro-American History and Culture. Clark was born and raised in Annapolis where his ancestors have lived since the 17th century. He now lives in Galesville, "because it reminds me of what Annapolis used to be like. I can't afford to live here anymore, and that's sort of disgusting."

When McDonald's tried to set up shop on the City Dock recently, the outcry led to new efforts to control what Clark calls the "camp followers of the tourists." Paul Pearson calls them "parasites that feed off the flow of people and add nothing to the uniqueness of Annapolis. (Though the Burger King on Main Street may not add much uniqueness, it is at least tastefully designed, thanks to the efforts of preservationists.) "When the parasites come," Pearson warns, "it means the character of the town is in danger."

One person who lives surrounded by that danger is Marion Satterthwaite, a soft-spoken woman who won an award recently for her many years of civic contributions to the city. Twenty years ago she and her husband, a Spanish professor at the Naval Academy, built their modest one-level house in Eastport with a magnificent view of the bay. Every day, well into December, Professor Satterthwaite enjoys a dip in the water at the end of their street. Today the Satterthwaites' picture window looks out not on the bay but on a three-story condominium building that has shot up right next to their house. On the other side of the house, a garage for the building has just been built 15 feet from their kitchen window. The Satterthwaites are a prime example of what residents call the "walling in of Eastport."

'If you throw away the heritage of your buildings," says Jim Burch, who is a respected preservationist architect in Annapolis, "it's like throwing away your alphabet. You have to invent a new one." Annapolis has done an extremely good job of preserving the heritage of its buildings, a better job than most places subject to similar pressures. But if the alphabet is still there, the language and those who speak it are not. Aggressive and community-minded as it has been in some respects, Historic Annapolis has in the end, like most preservation groups, preserved only a part of history - the physical part. The historic social setting of downtown Annapolis has been destroyed as totally as if, on the physical plane, a wrecking ball had demolished the State House and a skyscraper had replaced it.

Modernity has spread through the town and overwhelmed its social fabric. Affluence is rife. Annapolis is far from unique. As in Newport and other restored towns, many middle-income people, black or white, can't afford to live in the historic area. Alexandria residents wonder if Old Town will be the next socially narrow haven for the rich. Recent studies of the nationwide problem show that displacement often gets rolling before people know it, and then is very hard to stop. Washington's tax on speculators is one example of an innovative effort being made to curb displacement.

Displacement is "a red herring," says St. Clair Wright. Pringle Symonds calls it "the preservationists' snail darter." Both women point to the studies which have found that most displacement has been caused by governmental action, not private preservation efforts. But as the study of Bethesda housing consultants, George and Eunice Grier, points out, displacement through private action is a more direct takeover of a community by the affluent, and therefore arouses more resentment among the displaced. And people displaced by private action are not eligible for federal relocation assistance, though Congress is now considering a bill to broaden such assistance.

Sometimes low-and middle-income people, priced out of one restored neighborhood, will move into another which in turn begins to be restored, and the people are on the run again. This is the case in Eastport, where not only is the social fabric threatened, but the physical one as well, and even the natural setting; you can practically walk up the middle of the creeks for all the yachts in them. Satterthwaite tried for years to get the city to put a park where the condos are - "like they have in towns along the coast of Spain where the waterfront belongs to everyone. I thought that if they put the high rises down the middle of the peninsula, then everyone could have a view of the water." But market forces dictate that waterfront condos are gold, and Satterthwaite's neighbors were offered "more money than they ever saw before" for their shoreline homes.

"Market forces" are often cited as the reason the historic district and Eastport are inevitably becoming enclaves for the affluent. The inflated housing market has skyrocketed prices from $7,000 for an unrestored house in the early '70s to more than $70,000 today. A proposed interstate highway to connect Annapolis and Baltimore by the late 1980s would increase pressure on Annapolis even more. "Historic Annapolis is not the culprit. The economic situation is," says Carroll Greene.

But market forces can be stopped, or at least radically altered, which is what preservation is all about. The basic purpose of the community-oriented preservation movement is to alter the conventional way the market works, under which rundown areas are revitalized by being rebuilt. Annapolis is an example of preservationists' success in shaping the economic forces at work. The one new office building on Main Street, a beige block of blandness, stands empty today, surrounded by bustling restored shops. The normal pattern of the market was stopped in its tracks.

To turn around the powerful forces at work in Annapolis today would take the combined efforts of preservationists, the city administration, the black community, and enlightened developers. "What obviously needs to be established," writes Temple University professor Conrad Weiler in a report on displacement for the National Association of Neighborhoods, "is a linkage between historic preservation and various housing assistance techniques, so that the goals of preservation both of buildings and people can be accomplished."

A few cities, precious few, have established that link. Arthur Ziegler in Pittsburgh, Carl Westmoreland in Cincinnati, and Lee Adler in Savannah have pioneered preservation efforts that help the poor as well as others. Adler left Savannah's established preservation group in disagreement over its insensitivity to the poor; he started another preservation organization which makes use of federal rent subsidies, a coalition of local banks providing mortgage money and black contractors training unskilled CETA workers to do renovation work.

Preservationists like to point proudly (and justifiably) to the economic revival that historic preservation brings about, while denying responsibility for the social disruption that also frequently results from their work. "We would like to have seen the historic district sustained as a mixture of people," says Symonds. "But it couldn't be sustained unless it was public policy." Historic Annapolis has moved heaven and earth to make preservation the public policy of the city. Having altered market forces to save Annapolis' heritage, preservationists now say they cannot alter them to save its population. But they can't have it both ways. One function of the market is no more inevitable than the other, as experience in other cities shows. The social dimension is more complicated, perhaps, but it is no less subject to manipulation.

The market forces argument is conveniently anonymous. It holds no one responsible. While spending barely a dollar of government money that could be labeled "socialism for the rich," the private action of preservationists can have the effect of totally transforming a community into a homogeneous haven for the wealthy. "As preservationists," writes Ziegler, "we have no more right to 'take over' a neighborhood than a redevelopment authority has."

"You have to remember that this is a small town; we don't have the resources of larger cities," says Wright. "We might set up a committee and get two people to serve on it, while in Baltimore they would get 20." But the size of Annapolis hasn't prevented it from having one of the country's pre-eminent preservation groups, which has raised more than $5 million and conducted the exhaustively researched, first-rate restoration of the Paca House and gardens.

Nor does a community's size prevent it from receiving federal grants from HUD and other agencies for renovating houses and preserving neighborhoods. In recent years under Planning Director Fred Greene, Annapolis has been much more successful than in the past in getting federal grants for community development, public transportation and housing rehabilitation. Greene hopes that more will be coming from HUD to help fight displacement.

Mayor John Apostol is pleased with the city's recent progress in getting federal grants and restoring the City Dock area. He is concerned that Annapolis retain its uniqueness and not become like Coney Island, Williamsburg, Georgetown, or anywhere else. With regard to housing, he points proudly to the fact that one out of every six housing units in the city is subsidized, a very high percentage resulting from the fact that the city housing authority has built most of the area's public housing and the county almost none. When the matter of displacement is brought up, city officials, including the mayor, acknowledge it is a problem. With such pressure on the housing supply, the city's vacancy rate is less than 2 percent; HUD considers anything less than 5 percent an emergency situation.

Blacks themselves have not objected to their displacement as much as one might expect. They have not traditionally been a very activist-minded community. With very little industry, Annapolis lacks a large organized labor force; government provides nearly half the region's jobs. Most black politicians in the area are Republicans. Blacks have become more active in recent years, staging marches and sit-ins, and holding political caucuses. They have also come up with some interesting proposals, such as the idea of a poverty impact statement, similar to the environmental impact statement that federal agencies now have to provide.

Annapolis' urban renewal program, for example, was held up for a year and a half while officials considered its environmental impact on historic preservation. Preservationists and the renewal authority finally signed a Memorandum of Agreement resulting in substantial changes in the program. Why not, blacks ask, similarly hold up preservation programs while their impact on the poor is considered? (The Massachusetts legislature is currently considering such a bill for state programs.)

Annapolis' internecine warfare over restoration and renewal in recent years has left preservationists, city officials, and blacks embattled and embittered. The three groups - who together could wield substantial political power - are caught in a legacy of antagonism and distrust.The tools exist for them to begin to give Annapolis back to its citizens. But the will is lacking. Their vision has been so narrowed by battling with each other that they cannot see their own longrange best interest, which is to work together on this issue before the onslaught of development. However powerful market forces may be, those who have let them develop as they have can also change them. CAPTION: Pictures 1 and 2, Across Spa Creek from downtown and the City Dock is Eastport (opposite), burgeoning with the business of one of the East Coast's largest boating playgrounds. The yachting industry already pumps some $12 million dollars a year to the local economy. In the once-interracial City Dock area, now virtually all white, Williams Barbershop (above) is the neighborhood's last gathering place for blacks. Says Willie Hutton, who lives over the shop, "Pinkney Street was nothin' but colored. It was Nigger Alley. Now it's White Man's Avenue." Photographs by Bill Snead; Picture 3, Cover photograph of Spa Creek and the Annapolis City Dock by Bill Snead.; Picture 4, The meticulously restored Paca House, Historic Annapolis' most elegant victory, may be used by the State Department to entertain dignitaries.; Picture 5, Displaced from their old neighborhood, many blacks have moved into areas outside the restored center of Annapolis. One critic has labeled their second communities "Sowetos."; Picture 6, Carl Snowden, an official of the local NAACP, stands on the porch of his former downtown residence.; Picture 7, Preservationist St. Clair Wright, Annapolis Evening Capital;