ANNAPOLIS -- In a way, it was the opening round of the 1988 legislative season, and legislators bounced away from the meeting proclaiming it "upbeat" and "pleasant."

There was a time when those words never would have been used to describe a conference between Gov. William Donald Schaefer and legislative leaders -- especially a meeting to talk about money and how the governor wants to spend it.

But legislators were agreeable because last week's luncheon brought the message they most wanted to hear: Schaefer told them next year's budget would stay within the state spending guidelines that the General Assembly considers inviolable, and he didn't even mention the possibility of a tax increase.

A tax increase would be hard to sell in Maryland, because even with the uncertainty caused by the stock market, money is pouring into state coffers. According to the most recent estimates, Schaefer can increase his current budget by more than 8 percent, about $500 million, and still have more than a $200 million surplus.

And while there were few specifics from Schaefer about how he wants to spend the money, he presented a broad menu with something for almost everyone to like.

Schaefer talked of a $100 million, five-year plan for improving the state's higher education system, the need to revitalize the ailing Port of Baltimore, an increased commitment to day care, a math and science high school, changes in the state's mental health program, the start of an ambitious prison program and new initiatives in the areas of care for the aging and juveniles in trouble.

"They're all my priorities," legislators remember Schaefer as saying when they tried to pin him down.

Senate President Thomas V. Mike Miller Jr. (D-Prince George's) said Schaefer's agenda wasn't surprising and he found it balanced between economic development and social programs. "It reflects the programs of a real Democrat," Miller said.

While Schaefer wouldn't pick a priority, changes in the state's higher education program are at the top of almost everyone's list. Education advocates have long called for more money for the state's colleges and universities, and now big business has joined the call.

But Schaefer told legislators that the extra money was contingent on finding a new governance plan for the schools. He favors a board that would oversee all of the public four-year universities and colleges, replacing the current system that features four separate boards for those 13 schools.

Despite all the goodwill, legislators aren't ready to sign up on the Schaefer agenda. Some doubt the need for a special math and science high school, and others are leery of Schaefer's continued push for $20 million that he could spend to woo industry to the state or use to help local governments.

Schaefer has said he needs the money -- alternately called an "action fund" or a "sunny day" account -- to move quickly when the state has an emergency or the chance to land a major business.

"He said, 'You can put any strings on it you want,' " said House Appropriations Committee Chairman Charles J. (Buzz) Ryan (D-Prince George's). And Ryan said that if the legislature approves such a fund, that is just what it will do. "We're not going to give him a blank check," he said.

In Maryland, the governor has greater control over the budget than in most other states, because only he can allocate money for programs. The legislature can cut appropriations and attach strings to how it is spent, but the governor holds the cards.

Legislators who work on the state budget are mindful of Schaefer's image as a free spender. They were not reassured when the governor picked Charles L. Benton, the mastermind of the secretive and creative deals used to promote economic development in Baltimore, to be his budget chief in Annapolis.

"We've got to watch not only his right hand but his left hand too," one legislator said, suggesting that the General Assembly's financial expert, William S. Ratchford II, has been assigned to keep an eye on Benton.

Schaefer and legislators had some real brawls over the budget at the beginning of Schaefer's administration last year, but aides to the governor felt that things improved when he and legislators began meeting on a weekly basis to discuss the budget.

"Nobody's looking to confront this governor," Miller said.

Barring any surprises when Schaefer presents details of his budget in January -- legislators hate surprises -- no fierce battles are expected.

But it's still early.