When Doug Nyce first visited Leonardtown, on a Sunday afternoon, he stepped out of his car and heard music. He didn't recognize the song, but it sounded so beautiful he walked around, trying to find where it was coming from. Finally he looked up and saw speakers mounted on poles along the downtown square.

"They play music," he said this week, sounding almost reverent as he recalled his first stroll on the square. "Just think of how neat that is. You can't replicate that as a developer."

Nyce & Co. will build on that small-town charm, adding nearly 600 homes, a golf course and a hotel-conference center over the next several years.

And that's just one of the developments.

The bulldozers tearing through dirt near Leonardtown's wharf give the first glimpse of what's to come: The town is on the cusp of a transformation that will reopen its waterfront to residents and visitors and could draw thousands of new people to live in the St. Mary's County seat.

Local leaders are trying to strike a delicate balance -- keeping Leonardtown's small-town character and ensuring good schools, roads and water even as development spikes.

Over the years, Leonardtown has evolved from bustling steamship port to a town buzzing with local businesses and boats to the place the highway left behind.

But lately empty storefronts have been filled with shops and restaurants, and developers are talking about more than 1,000 new homes -- many near Breton Bay, once the heart of town.

Townhouses are going up next to the wharf -- that's what the bulldozers are working on -- and a big waterfront restaurant could be next. The town is hoping to create a $2.6 million park along Breton Bay (with $1 million from the county and some state grant money) with slips for boats to replace the rotting remnants of the old pier.

Three large farms may be turned into subdivisions over the next decade or so. Plans for a farm along Route 5 have not been finalized. A proposal for more than 300 single-family homes on farmland off Route 245 soon will be considered by the Planning and Zoning Commission.

And the Tudor Hall development -- something that has sputtered over several years -- is moving forward. A new developer, Columbia-based Nyce & Co., is taking over the approved plan, making a few changes, and expecting people to start moving in by late next year or in 2006.

"We wanted something much more small town in feeling," architect Steve Gang told the planning commission Monday afternoon. More space on the golf course. Condos, townhouses and big homes mixed together, close to the street, with smaller lots and porches, to give it a neighborhood feel.

"I'm a porch nut," said Nyce, who grew up in a tiny town in Nebraska that lacked paved roads. He has built homes all over, but in a phone interview Tuesday he raved about Leonardtown, with its town square, its local shops, its architecture, its scale. "It's a jewel," he said.

"Does [this development] destroy it?" he said. "That's why we're changing the plan," to make it easier for neighbors to talk to one another from porch to sidewalk, for example.

"I think it adds to the long-term vitality," of the town, he said. Everyone keeps talking about being able to walk to shops, to restaurants, to nightlife. "You only get that with a certain level of population density. . . .

"More people in restaurants, more people in shops and, yes -- more people in schools. No way you can argue this doesn't have an impact," he said. "But in an overall sense I think it builds on the town."

Many are worried about the schools, which are stretched. "My cousin teaches at Leonardtown Elementary, and she doesn't think there's going to be enough room," said Deana Downs, who works downtown. "I'm not sure how it's going to impact the town."

The Leonardtown school attendance area includes Wildewood and St. Andrews Church Road, where development is booming, said St. Mary's County Commissioner Thomas A. Mattingly Sr. (D-Leonardtown). "We're going to have to do something."

Politicians have been talking about improving Route 5 to make sure Leonardtown does not end up with traffic problems like those in Lexington Park.

And water and sewer impact fees have been increased for new homes by 41 percent and 81 percent, respectively, said town administrator Laschelle Miller. Town officials plan to expand the wastewater treatment plant in the next several years, she said.

"It's a concern of everyone," Mattingly said.

But there's been very little opposition to the various Leonardtown development plans. People remember the waterfront as it used to be, Mattingly said, and they are sorry it has declined over the years. "I think everyone is anxious for this project to move forward. . . . They want that to be an active part of town."

Mattingly said he grew up water-skiing on Breton Bay and remembers boating clubs from Washington making Leonardtown a regular stop -- even for presidents. "President Nixon was a regular to come into the bay and go to Pax River to play golf. He'd land at the wharf."

Downs sounds like many who live or work in the town -- she hopes development won't overburden Leonardtown, but restore it. She remembers going to the restaurant on the wharf when she was a little girl, before it burned down, so she is looking forward to a new waterfront. "It was beautiful there. . . . I think this is going to be neat."

Townhouses facing Breton Bay are part of larger plans to transform Leonardtown. A golf course and conference center are also planned.