SURROUNDED BY flat, picturesque roads, Chestertown, Md., has long been a paradise for Washington bikers. But it's also an attraction for those who prefer walking tours, because this home of Washington College, with its riverfront streets filled with historic, federal-style homes, is an undiscovered delight that provides visitors with a sense of Maryland's roots.

Also, with two nearby wildlife refuges to explore, a country cemetery containing the grave of actress Tallulah Bankhead and superb accommodations in historic homes, there's reason enough to venture into this little-traveled section of the Eastern Shore.

Located two hours northeast of Washington along the Chester River in Kent County, this county seat is awash in history, including its own famous tea party. In that May 23, 1774 incident, citizens removed the tea of the brigantine "Geddes" before it could be unloaded. It's a scene that is recreated each spring--with varying degrees of historical accuracy--during the Chestertown Tea Party Festival.

The annual event which brings most outsiders to Chestertown is its candlelight walking tour, set this year for Sept. 17. Sponsored by the Historical Society of Kent County, it features 14 homes and buildings from the 18th and 19th centuries, including most of the town's famous residences, such as the River House, the Hynson-Ringgold House and the Wickes House (with 15 original fireplaces). Also featured are two buildings along Lawyer's Row, a string of diminutive Victorian offices that retain their original purpose.

There now are two 18th-century inns in the Chestertown area that have been lovingly restored as bed and breakfast havens--the White Swan Tavern and the Inn at Mitchell House.

We left for Chestertown on a recent Friday night, avoiding the Bay Bridge traffic by leaving after dinner. We arrived at 10 p.m., just before our hosts at the White Swan Tavern locked their antique front door.

The Tavern was built in the 1730s as a tannery, but became an inn by the 1800s in one of its many transformations. Located in the historic district, at 231 High St., the elegant inn consists of five antique-filled rooms. From its heavy oak door to its formal game room, the atmosphere is not unlike staying in a cozy museum. We occupied the grandly carpeted T.W. Eliason Suite, which has its own sitting room with a round tea-table holding a complimentary bottle of wine and a basket of fruit.

A light breakfast of sweet breads, including delicate cinnamon twists, as well as tea and fresh orange juice is included in the bill and is served either in your room, downstairs or on a backyard patio. Pewter plates and crockery were set for us in the downstairs dining room, which functioned as the original inn's tavern.

The inn's sitting and game rooms are filled with antique sofas and armoires and are painted in their original, vibrant hues. A nearby wall display is devoted to the pottery and glassware found during excavations during renovation.

Weekend rates at the inn range from $65 to $80 for a double. (Sunday through Thursday room charges are $55 to $65.) Although the T.W. Eliason Suite is quite grand, the best buy is the smaller Thomas Peacock Room with its canopied bed and small twin cot for a child. All rooms have modern baths.

Early Saturday we discovered a small farmer's market virtually underneath our front window, as the inn is adjacent to the town park. Throughout the summer and fall, local farmers haul lettuce, tomatoes, kale, turnips, squash and other home-grown items to the square on Saturday mornings and sell them from card tables and trucks.

Wandering the streets in this town of 4,000, we came upon brick row houses resembling the best of Georgetown and some unexpected delights--such as the Chestertown News Stand, which carries The Paris Review, Opera News and American Book Collector. And there is Hill's Tourist Home, at the foot of Washington Street, which charges $15 per night for a single room, boardinghouse style.

The prettiest streets are Queen and Water, since they contain the majority of the spectacular brick federal homes and river mansions. At the foot of nearby Cannon Street is the Old Wharf Inn, a scenic place for crabcakes and a substantial fish chowder. As you eat, you can watch the maritime activity on the river.

The county Historical Society House on Church Alley is worth a trip if only to marvel at the Philadelphia-style Queen Anne townhouse, with its clean, vertical lines and long, narrow rooms. It holds a few displays of period furniture, kitchen equipment and wedding costumes and looks in need of the $1 donation. Look at a postcard in a third-floor case and learn what the amusement park in nearby Tolchester, now demolished, once looked like.

A framed photo of St. Paul's Episcopal Church on the society's walls led us to the 1713 gabled brick church, and to its graveyard, outside of town. (Take Rte. 20 southwest from Chestertown and watch for the Episcopal Church sign on your left after four miles. Turn left, on Sandy Bottom Road, and the cemetery is on your left in another mile.)

The friendly minister directed us to the flat gravestone of the cemetery's most famous occupant, actress Tallulah Bankhead. Her grave, which is next to those of her sister, Evelyn Eugenia, and her brother, uncle and other relatives, is located on the far left of the newest section, overlooking a rivulet of Langford Creek. After her death in 1965, the actress first was buried in New York City and then transferred to her family's cemetery. There still are Bankheads in the area, the minister reports, including one young sheep-raiser.

As exploring is basically a one-morning activity, we continued into the Kent County countryside to Rock Hall, the anchor of the area's marine heritage. Always a fishing center, local firms still haul in an abundant supply of the state fish, the rockfish, known outside of Maryland as the striped bass.

Don't miss Gratitude, just two miles from Rock Hall, where seafood dinners at the Swan Creek Pub are informal and well-prepared. The crab dishes were notable for their quantity of meat and reasonable price ($9.50). The same, sadly, cannot be said for another well-known establishment of the area, the Harbor House Restaurant, along Worton Creek, where the soup tasted canned, the bread was from frozen dough, and the prices were larger than the portions warranted.

In fact, some of the best food we found was at an improbable-looking Chinese carryout, the Golden Inn Restaurant, located in a former hamburger hut on Rte. 213 in Chestertown. The husband and wife proprietors turn out an impressive moo goo gai pan.

Luckily, our accommodations on Saturday night at the Inn at Mitchell House demonstrated that although the area is shy on good restaurants (especially, for mysterious reasons, very many good fish restaurants), lodging is a delight.

There's a Biblical irony lurking across the street from the Inn in the form of an abandoned Nike missile base. It's a true example of swords into plowshares because the grounds are littered with a lot of rusting, expensive equipment while the military buildings are used as a 4-H agricultural center.

The Inn is marked by a white mailbox along Rte. 21. (From Chestertown, take Rte. 20 west for 7 miles; turn right onto Rte. 21 for three miles.) A long, bumpy road brings you to an 18th-century manor house, located on 10 acres of woods and overlooking a pond.

Like its in-town counterpart, the Inn offers you fresh fruit and chilled white wine upon your arrival. The house also features five distinct bedrooms furnished with period antiques, creaking floors and one of the world's great basset hounds. (The dog is kept away from guests but makes periodic inspections.)

Rates range from $55 for a single room to $75 for a bedroom with fireplace. This includes a full breakfast of Canadian bacon and cheese rarebit, homemade muffins and fresh orange juice. The gregarious hosts open their home to you, inviting you for drinks on the porch and other niceties. There is a tiny antique shop in an old smokehouse on the property.

It's worth taking the 25-minute drive through the self-guided tour at nearby Remington Farms, which includes 3,000 acres of woods, ponds and fields designed to support wildlife on farms. At the first of 15 stops, pick up a brochure explaining how no-till farming methods can provide food for puddle ducks and geese and how planting fence rows gives shelter to quail and songbirds. The gun manufacturer has turned the acres into demonstration plots for farmers on how to provide refuge for geese, rabbits, deer and wood ducks.

Do drive slowly, as opulent peacocks sun by the roadside. One seemed so intent on examining us that we got an excellent view of its tonsils as it brayed its displeasure at visitors.

A larger area refuge, the Eastern Neck National Wildlife Refuge, is operated by the government and is five miles south of Rock Hall on Eastern Neck Island. It has picnicking facilities, tiny (unguarded) beaches and six miles of roads and trails.

A wooden observation tower in the refuge lets you view the expanse of the Chester River meeting the Chesapeake Bay. You have a wonderful view of the Bay Bridge; so close, but yet so far. That's the reason Kent County has remained the slow-paced haven it is, because visitors must spend 40 minutes driving back through Kent County to reach it again.

But the extra miles are a small price to pay for a pristine slice of Maryland.