"I will be 90 in a couple of months," the old waterman said. "They all say, 'You can't go on a boat anymore.' Miss it? Sure I do. I miss it very much."

Charley Thompson, the oldest living waterman in this Charles County village of 500 on the Patuxent River, puffed on a cigar and told how it was:

"People here had a living in oyster, oyster and fish. That was the livelihood around here, 40 years ago. Things is changing, you know. I can't understand it quite myself. Everybody lived here got their living out of the water, out of the river. All the old fishermen I knew are gone, died . . ."

There are wisps of yellowish-white hair on Charley Thompson's head, a good set of bottom teeth and a wide gap above. There is a faint Scandinavian lilt to his voice, mixed with a slight Southern Maryland accent. He retains a rugged look, in his cap with a ship's wheel ornament and the new red-and-green plaid wool shirt he got for Christmas.

His face is well lined, his eyes peer sharply through or over a pair of sunglasses as he recalls the past. "I fished all my life. When I was a kid in Norway, I used to fish, fish, fish," he said.

He was born March 23, 1887, and he came to the United States, to New York City, in 1904. He joined the carpenters union three years later. "I drove a million nails," he boasted. "Each man should drive a keg of nails a day."

He lived in Pittsburgh and Washington before moving to Benedict in 1935.

"I had three girls, built three houses, one for each girl," he said. "There was a girl in Washington. She says, "I got a lot down in Benedict. It was down on Patuxent Avenue," the narrow lane that passes for 'Main Street' along the river's edge. "We got together, built a house. We didn't last very long, but I stayed . . . We had no children, so here I am all by myself."

He works two days a week sharpening knives in Shorter's Place, a river-front restaurant opened in 1920 by the late "Capt. Tobe" Shorter and now presided over by his grandson, Harry A. Shorter, Jr.

"That's the only job I got," he said, almost apologetically, as he sat in a booth at Shorter's. There's only a $30 monthly union pension and $250 in social security. "I can live on it, but I can't do much on it," he said.

Thompson lives in one of four bungalows Shorter owns - the old man calls them "Shorter's shanties" - across the street from the restaurant. "Harry Sr. said when I sold my house, 'You gonna go up there and take number two (bungalow). You ain't gonna pay no rent.'" But Thompson wouldn't take a handhout. "I pay $60 a month . . . I'm satisfied all right . . .

"Sometimes, I go up and sit at the end of the bar (at Shorter's) and have a beer. They say they'll put it on my tab. I don't like that. I always take care of myself . . . I was always working, even during the Depression."

What was it like 40 years ago on the river? "I'm talking about the old times now," he said, as if to underscore the difference. "I would say there was a lot of competition. Everybody was oystering, but you didn't get nothing for it. Two or three dollars a bushel. That was the high price."

Part of the compensation was the river itself. "You start your boat. There's no wind or nothing," the old man said. "It's calm, nice, not too cold. You go 25-35 miles upriver, all around the neighborhood here, down the river. It's very quiet, quiet, sure . . . It's a beautiful river, beautiful river . . ."

"It sure is dead now, ain't it, Charley?" said Harry Jr., who had joined the conversation.

"I wouldn't say it's dead," Thompson said. "But it ain't like it was."

A middle-aged waitress walked by. "Hello, good looking," Charley Thompson said, and then he chuckled a bit. "I still like to talk to them, but that's all I can do."

It's been two years since the old waterman has been on the river. "Since then, I haven't done nothing," he said. "I still got a boat. It's up on the shore. Got a motor and everything ready to go. Maybe this spring I get it out."