-- When the McDonald's opened in this rustic island town 19 years ago, Bonnie Oberlander "looked the other way," she said. But now, as dozens of high-priced condominiums are about to sprout up along the scenic waterfront, she feels she must speak her mind.

Oberlander does not exactly live in Chincoteague. In fact, her family spends only about two weeks a year here. But her reaction is a common one as growth transforms even the outer reaches, places people go to escape the stress of booming areas such as the Washington region. In this former fishing village 170 miles from the District on Virginia's Eastern Shore, the sale of several pieces of prime waterfront property and plans for their development have set off an uproar.

Mayor Jack Tarr describes what is about to happen as "the largest project ever built at any one time in Chincoteague," and the impact on the small town's landscape -- and on its character, some fear -- is bound to be significant. Developers are planning to build about 125 townhouses, each with a boat slip, on three tracts along Main Street overlooking Chincoteague Channel and Chincoteague Bay. At prices ranging from $400,000 to $600,000, the dwellings could bring a different sort of cachet to a spot known for its affordability and family-style atmosphere, and longtime lovers of the area have sounded the alarm.

For weeks, the Chincoteague Beacon has been full of letters to the editor, most of them opposing the development. The majority have come from tourists such as Oberlander who vacation here a few weeks a year but still feel proprietary about the island's quiet style and open views of the sunset. It is the most correspondence the weekly newspaper has received on a single subject, a staff member said, and the talk has spilled over to the small shops and town meetings.

Although some champion the rights of property owners to sell and the need for the town to progress, others conjure up a dreaded vision. They fear that low-key, little Chincoteague will explode into an "Ocean City, Va." or "Ocean City II," as they call it, a reference to the nearby Maryland resort known for its towering condos, traffic congestion and loud parties.

"I hope they don't lose sight of why people love to come to Chincoteague in the first place," said Oberlander, 48, of Littlestown, Pa., whose recent letter to the editor opened with happy memories of first vacationing here in the summer of 1967.

With three stoplights, Chincoteague -- only seven miles long and three miles wide -- expands to about 10,000 people during the summer and many more in July during the annual roundup of the island's famous wild ponies. But the population shrinks back to about 4,500 in the off-season.

Lacking a sewer system and with building heights restricted to three stories, the town is limited in how far it can grow, some residents say.

"It's impossible to become an Ocean City," said George Katsetos, who owns Maria's restaurant and has been in business here for 21 years. "There's no room for that."

Although new homes and businesses have sprung up in recent years, the town overall retains a quaint, weathered look, with its old-style seafood shacks, family campgrounds and shingled houses with miniature lighthouses in the yard. Bicycling is big here, and traffic on the main thoroughfare draws to a halt to allow a line of wild ducks to cross the road.

Like many cherished vacation spots, Chincoteague inspires a deep loyalty, with families returning for generations and expecting the island to maintain the image they've always enjoyed.

"They don't want any change, and if you don't change, you die, whether it's a business or a town or anything," said Jack Burbage of West Ocean City's Blue Water Development, the company developing the Chincoteague properties. "You've just got to make sure the change is well done."

Burbage, who touts his Eastern Shore roots, said Chincoteague would benefit from some refurbishment. "A lot of the places along the waterfront need work," he said.

His projects, which eventually will replace the old Landmark Plaza shopping center, the Chincoteague Inn restaurant and Captain Fish's Steaming Wharf, will feature "a lot of design, a lot of gingerbread to give it that fishing village look," he said. He has hired a Vermont architect to draw up the plans, he said, which are "in the approval process" with the town.

Burbage said he is aware that some have cast him as "a bad person" in the changes coming to Chincoteague. "I think the alternative, if they let it go, is worse," he said, citing deteriorating buildings and dwindling jobs.

Resident Lee Scheeley, who moved to Chincoteague from Hagerstown, Md., 20 years ago, said he has been irked by some of the outcry against growth. Chincoteague residents are getting older, he said, and have every right to sell their property for a good profit. People also complained a few years ago when the Comfort Inn and Hampton Inn were built, he said.

"It kind of gets a little old, the people who don't want anything new," said Scheeley, 67, who carves duck decoys and whose own letter on the development project recently appeared in the Beacon.

But Dorothy Dutky, who moved to Chincoteague from Silver Spring a few years ago, said the town's identity is at stake. Dutky, 91, works at the all-volunteer library and has spoken at town meetings. "The developers are finished with Ocean City, and now they're coming here," she said.

All this talk of Ocean City has Russ and Lisa Dennis a little nervous. They live in Ocean City and escape here to their mobile home at the Maddox Family Campground, with its thick pine trees and views of the red-and-white striped lighthouse on Assateague Island. Even the venerable campground is the subject of redevelopment rumors, Russ Dennis said, adding a certain stress to their weekend getaways.

"Once they start, they won't stop building," he said. "They'll gobble up everything around here."

Dorothy Dutky, 91, opposes a plan for townhouses in Chincoteague, Va.: "The developers are finished with Ocean City, and now they're coming here." Lee Scheeley, 67, shown with his bird carvings, defends fellow town residents' right to sell waterfront property for development. "It kind of gets a little old, the people who don't want anything new," he says. Locals and regular vacationers worry about losing the character of their quaint Eastern Shore town.Chincoteague's Main Street reflects the town's low-key feel. Some residents dispute concerns that a townhouse development will turn the island into another Ocean City, citing the lack of a sewer system and building restrictions.