Claire Bear Farm sits a few miles south of Snow Hill in Maryland's Worcester County. Its 60 flat acres are surrounded by pine forests and dotted with long buildings once used as chicken houses. The small, neat farmhouse is a welcoming presence; flagstones leading to the kitchen door are engraved with the words "love," "happiness" and "laughter."

For a traveler from the big city, the farm is a slice of bucolic paradise, and Dennis Klingenberg aims to keep it that way. Klingenberg is a big, friendly man in his fifties, who moved to the Eastern Shore from Baltimore seven years ago with his wife, Rosie. Their dream was to create a family farm and give their daughter Claire, now 10, a happy upbringing that a country life could provide.

Easier said than done in a time when farms are being transformed into sprawling developments and most crops are being grown by agribusinesses. But Claire Bear Farm is bucking the tide.

Klingenberg starting out growing vegetables and pumpkins. Then he began to experiment. He bought a half-dozen rabbits, and when he discovered a thriving market for the pet bunnies, he converted one chicken house into a breeding station. The rabbits live in cages suspended from the ceiling with boxes below to catch the droppings.

With a population of about 200 rabbits and a variety of breeds, Klingenberg is able to sell to markets as far away as Baltimore. A 35-day gestation period makes rabbit-raising a quick-turnaround operation, too. Klingenberg has established his reputation as an authorized breeder and has a network of steady customers.

The farmer turns the waste that accumulates under the rabbit cages into a moneymaker with the help of red wiggler worms that devour and process the droppings, producing a rich, odorless fertilizer with the appearance and consistency of coffee grinds. This fertilizer is much sought after by specialty agriculturalists, and it sells for as much as $2 a quart. Klingenberg also raises worms for bait.

The only sound breaking the silence over Claire Bear Farm is the grunt of bulldozers and the rumble of trucks. Since mid-October, from 7 a.m. to 5 p.m. five days a week, dirt has been hauled away from the farm at the rate of 150 truckloads a day for use on a highway-widening project. In return for the earth, the highway department is digging Klingenberg a 21/2-acre, 25-foot-deep pond for an aquaculture project. The farmer plans to raise striped bass, mainly for the Ocean City restaurant and hotel market. Fingerlings and fish food will be supplied by a fish wholesaler who will buy the bass from Klingenberg.

With a combination of pumpkins, rabbits, worms, fertilizer, fish and, still to come, organic vegetables, Klingenberg is confident that his family farm will thrive.

Meanwhile, down the road, 1,000 acres of farmland are poised to be transformed by development. If plans for annexation are approved, the town of Snow Hill will triple in size, adding more than 2,000 houses at a project called Summerfield over the next 15 years.

Snow Hill is sharply divided about the effect this will have. The historical community, founded in 1652, is one of the most beautiful villages on the East Coast, with Victorian mansions, stately Federal-style buildings and the second-oldest Episcopal church in the country. Supporters of the Summerfield project say the development is "smart growth" that will cater to a projected surge in population on the Eastern Shore. They think it will give Snow Hill a much-needed economic stimulus. Opponents cite problems such as congestion, higher taxes and skyrocketing real estate prices that could place home ownership beyond the reach of many local people; 40 percent of Snow Hill's residents earn less than $25,000 a year.

Whatever the outcome -- and both sides agree change is inevitable -- Claire Bear Farm and Summerfield symbolize different approaches to the future and what people want to do with their lives. The distance on Route 113 between the farm and the proposed development is only about three miles, but in thinking they are worlds apart.

-- Sam Oglesby

spent some of his childhood

on the Eastern Shore.