When "The Beeches," a well-manicured 17-acre estate on Peachblossom Creek, sold for $725,000 recently to a German couple, there was an almost audible sigh of relief in Talbot County. At least it wasn't a developer.

Foreign investment may stir xenophobic fears elsewhere, but the Eastern Shore gentry still prefer an invasion of affluent aliens to anyone who might alter its private peninsulas and uncluttered shore lines.

"We hate to see the farms developed," explained Robert G. Shannahan, a young lawyer-realtor, "and for that reason we'd rather see a West German buy a waterfront to hold rather than a developer who's going to butcher it into two-acre lots."

For years now the developers have cast their eyes enviously on the baronial estates that line the creeks and inlets of Talbot County. With a ready market of affluent Washingtonians closeby, it seemed only a matter of time before the unspoiled waterfront and farmland gave way to marinas and condominiums.

So far, though, the rich and the super-rich who have made their homes in these parts since the Civil War have resisted the temptation to sell off their land or raze their homes. While property has changed hands and newcomers have broadened the social base somewhat, Talbot County has withstood the forces that have brought growth and change to other places on Chesapeake Bay.

Threatened a few years ago by a developer's plan to build houses on 50 or so acres of woodland, the landholders of Bailey's Neck banded together to buy the property -- and gave it to a conservation group. The town fathers of nearby Oxford on the Tred Avon River repeatedly have defeated developers' plans to build in their exclusive old community.

The result of such tactics -- and of the high costs of building in several -- is that Talbot County's population has grown a mere 1 percent a year in the past decade. In 1970 there were 23,000 people in the county; today there are only 26,000.

That's not to say that people do not find ways of moving here, for there is enough traffic in expensive waterfront estates to keep 42 real estate firms and 228 brokers busy.

It's just that the entry fee is high. The new owners of "The Beeches," for example, paid $725,000 -- in cash. "They put 725 big ones ($1,000 bills) right on the table," said realtor David Freeman. "It was absolutely incredible. You just sat in awe."

Talbot County lies a dozen nautical miles below the Bay Bridge.Above it is Queen Anne's County, with its helter-skelter waterfront developments of the 50's and '60s that often are cited here by antigrowth forces. To the south there is marshland and mosquitoes and some of the best crabbing on the Chesapeake Bay.

Motorists speeding along Rte. 50 ("The Sunburst Highway") to Ocean City see nothing of the world of water, of private docks and swimming pools and big old plantation homes that is the Eastern Shore's equivalent of the Virginia horse country in wealth and exclusivity. To them, Talbot County is little more than flat farmland, a place to drive through without stopping.

The gentry hidden on the numerous necks and crannies, like it that way.

"Tell everybody Talbot is hot, mosquito-ridden, unfriendly and way over-priced," said Peter Black, a mineral mogul from New England and New York who came here, to an 1840 home on Plaindealing Creek, in 1968.

Active in conservation causes, Black is a Boston Brahmin who enjoys the good life of a country squire with access to the water. He has his own duck blind, and his 50-foot ketch, the Caroline, along with a New England lobster boat, is docked 50 feet or so from his wicker-furnished back porch.

On "Southerly," the Black estate, are also two donkeys, a miniature horse, three terriers and a black Labrador retriever, not to mention a Japanese garden and a smokehouse at the end of the long tree-lined driveway.

"Southerly," like the other big houses in these parts, adheres to the rule of the road. The rich live far from it, close to the water. Others -- and there are others -- live near the pavement.

What the masters of these manors are seeking to save is more than their privacy. It is a very way of life that to some seems almost feudal, a way of life that began when East Coast industrialists started buying the waterfront farms after the Civil War.

Among the first was John Robinson, Bob Shannahan's great-great-grandfather, who, after making his money as a Wells Fargo silver buyer, moved here in 1878 from upstate New York, acquired a 485-acre farm and built a fancy Victorian house. In 1910 his son-in-law built the Talbot County Country Club, still a prestigious place to play golf or sip gin and tonic in the clubhouse overlooking Trippe's Creek.

Millionaires from Philadelphia, Pittsburgh, Washington, Baltimore and other Eastern cities now own the land worked by tenant farmers. Corn is the common crop, grown for sale to consumers but also to attract the migrating geese. Gunners often pay several thousand dollars each year just to lie in the fields and await their prey.

"All these big estates, if they have caretakers, the owners have a very personal relationship with them," said Seth Jewell, a realtor with deep family roots here. "There is friendship and respect. They are not treated like serfs."

There exists no greater living proof of this axiom that Adolph Pretzler. An Austrian now nearing 60 years of age, Pretzler was chauffeur to an extravagena and rich couple who constructed a Spanish castle on Leeds Creek across from St. Michaels. The husband, Glenn Stewart sailed away in the 1950s and never returned.His estranged wife, Jacqueline, died and left the castle and its contents to Pretzler.

It is called Cape Centaur and its very inaccessibility testifies to the passion for privacy of the Talbot County rich. The entrance to the estate, some distance from the castle, contains a guardhouse and a tall gate with iron spikes.

One rainy day last week the master of the estate said from behind the gate that he did not wish to talk to any visitors. The next day, however, he was more friendly when the visitors -- a reporter and photographer -- returned by boat.

On the Fourth of July, Pretzler, riding a green John Deere tractor, was cutting the grass.

"It's difficult. Everybody comes around here," he said, pausing for a brief conversation. Families who anchor off-shore use his private beach and teen-agers sometimes vandalize his property. Sometimes it gets so bad, he says, he would like to use his gun.

The Pretzler preserve is on Miles River Neck, which it shares with the few really large land holdings lift in the county. The 1,000-acre Lloyd family tract, dating back to the 1600s, remains in one piece. The equally large Eugene DuPont estate, however, recently has been sold to a New York corporation and now even the mansion is for sale. h

Several necks south, the Island Creek home and horse farm of another DuPont is for sale for $700,000. Gurney Thompson is selling the 72-acre property, part of a larger 330-acre tract, because his three children are all off to college.

"Talbot County is kinda neat," said Kate Thompson, 19. "It's kind of laid back. I like all the land we have to run around on. I don't like being confined."

Around here, of course, everything is relative. "Coming from New York, it was all I could do to keep my walkup efficiency," said newly arrived Louise Kingsley, an airline attendant who married her pilot.

The Kingsleys have repaved their macadam driveway with oyster shells and are new members of the Tred Avon Yacht Club. On her 2.78 acres with a private pool and dock on Peachblossom Creek, she said, "I feel like a fairy princess. It's a little overwhelming."

The Kingsleys live on Bailey's Neck, considered a chic address despite its greater concentration of smaller estates.

There are virtually no subdivisions in the suburban sense in Talbot County. Instead these are "areas," collections of expensive contemporary homes often selling for $200,000 and up. Mrs. Jouett Shouse, for example, the woman who gave Wolf Trap Farm in Virginia to the National Park Service, recently acquired a one-story brick house on two acres in the Peachblossom Creek "area" called Oaklands for $320,000.

When a rambling manor house becomes too much to handle, there are not a lot of options.

"I want to stay on the Eastern Shore," said Betty Purnell, whose husband died four years ago. She still lives in the rambling brick house on Trippe's Creek, "but as I get older, I can't maintain this. There is no place for me to go."

In the town of St. Michaels a developer-sportsman who also lives in Talbot County has managed to win approval for a high-priced development of homes and town houses that may ease the widow's plight.

Talbot County, however, views development the way Betty Purnell, a native Washingtonian, regards starlings nesting in her purple martin's birdhouse. "Well," she said, recalling her reaction to the arrival of the dirty birds, "there goes the neighborhood."

The land of gracious living is hard on young people, according to Bob Shannahan. "Most of the kids I grew up with are in Baltimore, Washington and California," he said. "It's hard to stick around."

According to county figures, the average age here greatly exceeds the statewide figure. This fact has attracted many doctors to Talbot -- the phone books list nearly 70 -- to heal the well-heeled of the Eastern Shore, a group they themselves quickly join.

"You have to call to make an appointment weeks in advance," complained Peter Black. "They're all off goose-hunting, cruising or something else."

Black is president of the Chesapeake Bay Maritime Museum in St. Michaels and a member of the exclusive Cheapeake Bay Yacht Club. It is, its members say, "the only inland yacht club on Chesapeake Bay," housed in a stately old brick building in Easton. The clubhouse is just a block from the county courthouse with its Confederate statute out front.

The yacht club, formed in 1885, hosts an annual regatta in August and has 160 members. No more, no less. "You have to wait for someone to move or die to get in," said John Brady, a member who migrated here from New Jersey.

It seems a fitting symbol for the ways of the gentry on the Eastern Shore of the Chesapeake Bay.

"There is little enthusiasm for change," said Black the other day at the yacht club bar. "Which is a good thing."