We were searching for a restaurant where friends who had communicated only by telephone for years could catch up in person. So my friend Val and I strolled the streets of historic Occoquan on the bank of the Potomac River.

The trees were ablaze with fall colors, the sun bright. We poked around a few of the more than 100 craft and specialty shops decorated for Halloween and Thanksgiving. It was delightful and charming. But Occoquan wasn't always like this.

From about 1820 until the Civil War, the town hummed with one of Virginia's first cotton mills. When silt filled the river and prevented ships from reaching the mills, the industry died. But the village still proudly recalls its busier days, when the art galleries and shops were homes.

We wanted a restaurant where we could feel that history. That's how we found the ideal place: the Occoquan Inn.

The inn exudes charm. Step through the front door and you may think you had traveled back in time: narrow wooden steps, a parlor with fireplace, wood-beamed ceilings, wide-paned windows framed with tasseled draperies through which to watch the daily parade of strollers. From a back seat in the restaurant or on the deck, you can be lulled by the gentle ripples of the river.

Built in 1780, the inn is on the Virginia Historical Society's building registry. At various times, it has been a private residence, a restaurant and a funeral parlor, manager Camille Beattie said.

The walls above the chair rail in the downstairs dining room are a deep pink. A portrait of Thomas Jefferson is prominent. Paintings of "Virginiana"--foxes, hunting and hunting parties, the Civil War--are arranged as in a museum in the softly lighted room.

And in such a setting, who could resist ordering one of the inn's long-standing menu items: Virginia peanut soup. Rarely can you say that a soup melts in your mouth, but this creamy one made by head chef and part-owner Kevin Oswalt did. It came with salty wheat crackers; we would have preferred a slice of seven-grain bread or even a baguette. (At dinner, bread is served with your meal.) Val's steaming tureen of French onion came chock full of crusty bread wedges and lots of melted cheese. (Pumpkin soup is a fall and winter special some days, and clam chowder is always available.)

There isn't significant change in the two-page menu throughout the day, although it offers more entrees at dinner. Lunch sandwiches include a hearty Reuben or crab cake ($6.95 to $8.95). There is chicken, beef and seafood and, at dinner, veal. Steak Mount Vernon ($11.95) is a New York strip dredged with black peppercorns and char-grilled. Beef Jefferson ($17.95) is tenderloin. If you can't decide between meat and seafood, there's Land and Sea ($14.95)--filet mignon and large shrimp stuffed with crab meat.

We ordered chicken Marsala ($10.95 including the cup of peanut soup) and filet mignon ($12.95 plus $1 for the French onion soup; entrees come with a choice of soup or salad). The generous portion of chicken was bathed in the sweet, slightly heavy wine sauce and served on a bed of white and wild rice pilaf. The pilaf was superb. Thinly sliced sauteed zucchini and squash made for a colorful plate.

The 8-ounce filet, ordered medium rare, did not disappoint. A tangy bearnaise sauce--a touch of Dijon, perhaps?--was served on the side in a silver pitcher. A medley of fresh broccoli and carrots accompanied the meat. But Val had, when given the choice of rice or baked potato, ordered baked potato. When her meal came, it contained a volcano-like assemblage of mashed potatoes with gravy. Baked potatoes are served only with dinners.

If you have a sweet tooth, ask about desserts; lime cheesecake and mud pie were choices when we dined. "We always have pecan pie," a house specialty, Beattie said. There's also the much-requested tiramisu and chocolate mousse, and special treats such as mango raspberry cheesecake.

Beattie says the restaurant changed owners two years ago, when Oswalt and Gary L. Savage took over. The menu changed some, but customer favorites remained. In addition to the posted dinner menu, there are specials including veal scaloppine, perhaps, or Pacific halibut. Mario Jennings is a repository for the kitchen's secrets: He has been a chef there for about eight years. He and Nestor "Alex" Cardenas round out the culinary staff.

The inn occasionally is host to murder-mystery dinners, challenging minds while satisfying palates. And tickets to four-course wine tasting dinners sell out at $30 to $65.

"We're a big promoter of Virginia wines," Beattie explained, with selections from Prince Michel, Oasis, and Barboursville vineyards on hand, as well as some from California, Australia and France. Some weekends diners are treated to complimentary tastings.

Reservations are needed for Sunday brunch: omelets, waffles, beef, chicken, fish, fresh fruit and more. With a glass of champagne, brunch is $12.50; with unlimited champagne, $14.50; or $10.50 without alcohol. Children under 12 eat for half-price.

The Occoquan Inn bills itself as a restaurant and tavern. The tavern is the next-door Virginia Grill, with its own entrance. It has a casual atmosphere and a menu with more sandwiches, although with the same hand-cut beef selections as the restaurant, with which it shares the kitchen.

Got a Prince William restaurant you'd like to spread the word about or a restaurant news nugget? Send e-mail to shumansk@washpost.com or kovachs@erols.com, or mail to: 9254 Center St., Manassas, Va. 20110


* Address: 301 Mill St., Occoquan. 703-491-1888

* Hours: Lunch, Friday and Saturday, 11:30 a.m. to 3 p.m.; dinner daily 5 to 10 p.m.; Sunday brunch, 11:30 a.m. to 2:30 p.m.

* Credit cards: Accepts Visa and MasterCard, Diners Club, Discover. No personal checks.

* Prices: $2.95-7.95 for soups and appetizers; lunch, $6.95 to $15.95; dinner, $14.95 to $18.95, plus some higher-priced specials. See brunch prices above.

Our bill for two meals came to $33.16, with tip.

* Children's menu: Yes, under $5: chicken, grilled cheese, hot dog, cheeseburger, pasta or fettucine Alfredo (from the appetizer menu).

* Low-fat selections: Some; fresh vegetables are grilled and steamed.

* Health-conscious: If you avoid some of the sauces.

* Atmosphere: Fine dining. Khakis and polo shirt casual during the week, coat and tie weekends.

Downside: None.

CAPTION: The inn, which was built in 1780, is on the state historical society's registry.