It was 4:45 a.m., and the first colorful hints of dawn were flickering over the black Severn River. Three casualties of the night - two women and a lone drunken man - slept in chairs in the lobby of the Annpolis Hilton Hotel, amid the scores of empty beer cans and drink glasses.

Up on the fifth floor of the hotel, the unofficial residence of the Maryland state legislature for the last 90 days, the booze was running dry. But the party continued.

Everyone agreed: It had been a long, hard session. Many called it an unsatisfactory one. The peoples' representatives had spent most of their time deciding how to tax the people who elected them.

And now they were spending one final night drowning their sorrows - and sometimes their guilt - with alcohol and political talk. There was little real exuberance.

The atmosphere was something between an Irish wake, and a college fraternity party. There was plenty of booze, plenty of pretty women, and ceaseless glad-handing.

It was all very necessary, everyone said. An annual spring rite, celebrated in Annapolis and almost every other state capital in America with the same mixture of relief and misgiving a father celebrates the marriage of his only daughter.

"Everyone has come down here to unwind. It's a celebration. It's a chance to let off steam," Janis Kramer, a legislative liaison worker with the state Department of Natural Resources, said at 3:15 a.m. "It's been a rough year."

For years, the parties celebrating the passing of the General Assembly session were institutionalized. During his early years in office, Gov. Marvin Mandel invited legislators and the press corps to the Governor's Mansion after adjournment. Then, he moved the party to the Annapolis Hilton on this city's picturesque waterfront. The party grew out of bounds, swelled by legislative groupies, political hangerson, lobbyists and reporters. The legislature took over the party for a few years, but then droped it because it got too expensive.

So this morning's affair was a freelance one with legislators, lobbyists and area delegations opening up their rooms and liquor supplies to all comers. Hundreds crowded the rooms jammed the elevators, made hallways almost impassable.

The powerful and the powerless made the rounds; the committee chairmen thanking their troops; the hangers-on rubbing shoulders with Annapolis' version of the high and mighty.

"A lot of times they forget about us," said Robin Spicknall, a young man with hair falling over his shoulders who works in the General Assembly printing office. "But we're the backbone of the whole operation. The General Assembly wouldn't be anywhere without us. They wouldn't have any bills to work with if we didn't print them."

But for anyone really bent on a hell-raising good time, the affair was a bust. There was little real fun or misbehavior; conversation was couched in legislative jargon, unintelligible to the unindoctorinated.

Part of it, old timers have long complained, is that the legislature has changed in the last decade.It's gotten more professional, more bureaucratic, less fun. Members are younger, more subdued, less raunchy.

A slow, subtle change has also swept over Annapolis. The little provincial town has become "in." It has become a place of boutiques, trendy singles bars, and fashionable restaurants, aimed at the young and affluent expense account crowd. A place more like Georgetown than Hagerstown.

It has its bizarre elements. Speaker of the House John Hanson Briscoe, for instance, can sometimes be found plying his legislative trade late at night at singles bar, nicknamed "the kiddy club."

By the time this morning's partying was into its second hour, the newspaper reporters had written their legislative obtiuraries for the year. The reviews were from mixed to poor. The body's gretest achievement was to increase the state sales tax by one percentage point. This, everyone knew, wouldn't set well with voters.

So the party was really an affair for the long haul drinker, wanting to reminisce and commiserate.

Del. Gerard F. Devlin of Bowie looked tribble from the start. Even before midnight, he was complaining that the three bills he had worked hardest for, including one that would have provided tax relief for Princes Goerge's County by giving it education aid, had died in the final hours of the General Assembly.

"We really feel like we let the people down, and the worst part of its is they'll never know how damn hard we tried," he said.