Time was when George Bealer, whose family has farmed the land here for centuries, knew everyone in Pleasant Valley and even beyond, "from Boonsboro to Sandy Hook." Now, he said, he knows hardly anyone.

"So many people moving out and moving in," said Bealer, 67, of the valley that begins just north of the Potomac River inside Washington County.

Pleasant Valley -- between South Mountain and the Elk Ridge, roughly five miles long by two miles wide -- still lives up to its name, but its population is changing. It hasn't grown by much and what's different is not immediately apparent.

This Brigadoonish valley 60 miles northwest of Washington seems to have largely escaped the subdivision sprawl and clash of cultures that have marked some other transformed exurban areas in Maryland. But there is change nonetheless.

The descendants of the settlers here have died, their children have left and newcomers have moved in to the houses and homesteads around Brownsville, Gapland, Rohrersville, Yarrowsburg and the other tiny hamlets nestled between the mountains.

By and large, the new arrivals commute to professional and government jobs in the Washington area or have moved out from the suburbs to retire. Commuters create small-scale rush hours on Maryland Rte. 67, which bisects the valley, as they travel to and from the trains in Brunswick or the major highways.

The new people and the dwindling number of natives live side by side. There is no tension, both groups say. But there is little contact.

John Frye's new neighbor a few houses up Kaetzel Road is an older fellow who could not tell a visitor where Frye, a valley native, lives.

"They don't know, they don't care," said Frye, 51, whose ancestors migrated here from Pennsylvania in the 1700s. "We don't go out and greet them because we figure they don't want to know who we are."

But the disease of indifference among newcomers in curable, said Frye. Witness Paul Campbell, his other neighbor. Retired from the U.S. Bureau of Standards, he moved here four years ago from Silver Spring.

Within two years, he was president of the Pleasant Valley Ruritan, a farmers' organization of which he's still treasurer. Its numbers have shrunk in recent years to about 25, with few other outsiders participating.

"I wasn't much of a joiner until I moved up here," said Campbell, who seems to have joined just about every group in sight since he and his wife acquired 113 wooded acres of Elk Ridge mountaintop.

"This valley has been well named . . . and is one of the most picturesque sections of the state," J. Thomas Scharf wrote in his two-volume History of Western Maryland, published in 1882. "The land is rich and the country is thickly settled. Towns and villages dot the valley from end to end, and well-cared-for farmhouses meet the eye in every direction."

The population then was 1,304. In 1980, it was 1,901. The towns and most of the farms are still here, but in addition to aging stone houses and log cabins that have been "modernized" with wood siding, there are new ramblers and split-levels scattered about the countryside.

There have been other changes noticeable only to old-timers. Gapland, for instance, has street lights, for which 23 families each pay $2 a month. But electricity did not come to the valley until the 1930s and '40s. Frye lived without it during his early years in a log cabin that lacked running water.

Most of the valley's stores are gone, losers in the competition with chain stores in the larger communities of Charles Town, Martinsburg, Frederick and Hagerstown. The general store closed in 1972. There's a For Sale sign in the window, and gas pumps without prices.

Winding old Rte. 67, which snaked through the valley's towns, was replaced in 1960 by the highway that Frye's generation still calls "the bypass." The Washington County spur of the Baltimore & Ohio Railroad, later the Chessie System, stopped operating in the 1970s. Today, only a line of trees and an overgrown trail mark the right-of-way.

The big news hereabouts is old. Aged tombstones have been rescued from the field of a farmer newly arrived who had planned to plow them under.

The rescue mission was organized by Leon Yourtee, a retired Army Corps of Engineers colonel who returned to his ancestral home in 1973 from Alexandria.

"It was the end of a dream to get back here," said Yourtee, whose French ancestors bought the family property in 1811, then intermarried with English folk who had moved here from the Tidewater region. "It's the best place in the world."

When Leon Yourtee was young, Baltimoreans and Washingtonians traveled by train to the valley, where they boarded for the summer in private homes or in a short-lived hotel in Gapland partly owned by a Washington County judge whose son still lives here.

Gapland had been known as Clagett's Station, for a Tidewater family who moved here. Its new name, adopted in 1890, reflected another time when change was in the Pleasant Valley air. George Alfred Townsend, a famed Civil War correspondent, called his estate in Crampton's Gap on South Mountain simply "Gapland." Gath (his pen-name) wanted to make the place a metropolitan summer mecca.

"The nearest mountain air to the city of Washington is to be found on the Hagerstown branch of the Baltimore & Ohio Railroad at Crampton's Gap," said the promotional flier for his Gapland Improvement Co. He hoped to sell lots and make a mint, but times weren't good and he died poor, his most lasting monument the Civil War Correspondents Arch erected on his property -- now a state park -- in 1896.

Today, generations after George Alfred Townsend failed to make it in the land business, building lots are finally selling in the valley. Three-acre zoning has kept growth within bounds. But Frye, who worked with county tax maps for 28 years, said the newcomers have inflated the prices of properties for sale, hastening the change "because local people can't afford the going rates."

In Bent Willow Farms, a subdivision of 15 or so pastel-painted homes, prices range from $100,000 to $200,000. Judy Ficklin, 44, moved into the valley's only subdivision six years ago with her husband, who works for IBM in downtown Washington.

The commute is "murder, but you've got to compromise some things," she said, as the sun set over Elk Ridge, within view of her home. "This whole area has become a commuter suburb." It's a subdivision to be sure, she said, but it means the Ficklins can enjoy the best of both worlds.

To George Bealer, chomping on a cigar in the midst of his 240-acre dairy and wheat farm, the Bent Willow subdivision means something else: "It sure is taking a lot of ground out of production," he said.