Gray clouds billow low overhead and gray answers back from the quiet Neva Estuary. In between, mighty facades of the Admiralty, Winter Palace, Hermitage and merchant's and prince's houses fiercely preserved as relics from czarist time yield their wan colors of blue, butter, and green into the sunless morning.

The nation's second largest city, now 4.5 million strong counting endless blocks of stolid highrises that march for miles through swampy hinterland, is enjoying a day off from work. It is Constitution Day, set aside to honor the virtues of the Soviet Union's three-year-old fundamental law, as many call it.

The present document is similar to its predecessor, with the essential difference that this one is known as Brezhnev's constitution, while the disgarded one belonged to Stalin. In the peculiar world of Soviet symbolism, that has a certain meaning, and perhaps nowhere so much as here.

Stalin disliked Leningrad for its Western ways and polished snobbishness and feared the Leningrad party men as rivals. Never fully documented it is more or less accepted that the assassination of Leningrad leader Sergei Kirov in 1934 was Stalin's work. Among older Leningraders, there may be no doubt at all. "Ogurchiki, pomidorchiki/Stalin Kirova ubil v' korridorchike," says a rhyme which translates, "Little pickles, little tomatoes; Stalin killed Kirov in the corridor."

Kirov's murder began the Great Terror, sending millions to imprisonment and death, and then reappeared as the "Leningrad Affair" after World War II. The grim singsong rhyme slips easily from the lips of folk who last saw childhood 50 years ago.

With Soviet shadows, imperial shadows, Leningrad is a place of haunted precincts, where the vibrant present mingles with an inescapable, melancholy past.

The fact that the Soviet state dotes endlessly on the sacrifices of World War II to bolster national unity and the party's standing does nothing to diminish the eerie stature of Leningrad as a city hallowed by the fallen.

Officially, 632,000 Leningraders died in the Wehrmacht's siege but the unofficial estimate rises above a million. Guidebooks list 13 important cemeteries and just one, the Piskarevski, with its vast greet lawn and small marble stones denoting mass graves, an eternal flame and quiet memorial museum breathes more despair than any person could possibly need to understand the agony of Leningrad through its 900 days.

According to Joseph Wechsberg's book, "In Leningrad," the Germans destroyed 15 million square feet of housing, 840 factories, 526 schools, 101 museums, 41 bridges. Of more than 300 18th- and 19th-century buildings classified as historic monuments before the war, 187 were ruined, he writes.

Over the past three decades, virtually all this has been restored, an effort of skill, money and dedication that stands as a monument itself to human achievement, as well as to the party's determination to show the outside world it could stay true to Lenin's edict that the royal past be preserved to remind of what had been gained and what lost in the revolution. Soviet artisans, engineers and archivists have set world standards for this kind of work, training two generations of specialists to duplicate the masterworks of royal craftsmen in furniture, tapestries, frescoes, embroidery, marblework, sculpture, and gilding.

While destruction of the czarist center of the city was considered moderate (about half a million shells and bombs fell there), the Germans spared nothing of the summer palaces of Peter, Catherine the Great, and Elizabeth outside the city.

A 30-minute hydrofoil ride down the Neva and into the Gulf of Finland to Peter the Great's Summer Palace reveals the stunning accomplishments of the Soviets in recreating the imperial Peterhof, now called Petrodvorets. It was virtually obliterated by the Nazis, who carted off what they could not destroy. It now stands intact, a splendor of cascading fountains, palaces, gazebos and flowered promenades that stun the eye.

For many, the regal grandeur is softened by trick fountains that squirt unsuspecting passersby. Amid the burblings and splashings of the grand royal waterworks, the quiet autumn afternoon is punctured by laughter from families trying out the czarist sense of humor. Only the small memorial plaques recounting how each was destroyed and then replaced remind visitors of what happened. While children romp, the elders read these and some cannot help but shake their heads in grim bewilderment.

"Muscovites have stone faces," said a local writer in tones of cultural condemnation and undisguised self-satisfaction heightened by the fact that she was serving her Moscow visitors brusniki, a small tasty, red bilberry largely available only here. "Without question, brusniki must be served to Muscovites, because you can't get them."

Her criticism frames the state of mind of dyed-in-the-wool Leningraders every bit as accurately as it does the realities of Moscow. Even 62 years after Lenin moved the controls of his new Soviet state to the ancient Slavic city to the south, people here bear "the center" a grudge.

"When a writer from Minsk or Novosibirsk makes it and goes to Moscow, everyone in his home town is happy for him and delighted for the reputation of their city as a birthplace of somebody famous," the writer continued. "But in the case of a Leningrader who goes to Moscow, it just means we've lost some more talent. Nobody applauds."

A Moscow writer who once studied at Leningrad University had made the same point a few days earlier. "Everything of importance happens here in Moscow, where what the journals and publishing houses print sets the standard."

The major literary figures of the 1960s and 1970s came from Moscow -- Solzhenitsyn, Trifonov, Aksyonov, Akhmadulina, as did the underground singers Galich, Vysotsky, Okhudzhava. With its daring productions of breakthrough plays like "The Master and Marguerita," and "The House on the Embankment," Moscow's Taganka Theatre has moved well beyond the achievements of Leningrad's premier house, the Gorki Theatre run by Georgi Tovstonogov.

Told of this man's views, the Leningrader admitted that despite all the astonishing monuments and easily-felt echoes of the imperial age, the level of culture here has fallen over the years. A weariness settles over the conversation. Would the course of Soviet history have been any different, Leningrad intellectuals at the table are asked, if the capital had stayed here?

"It probably wouldn't have made any difference at all," replied one, a foreign language teacher at a local institute. "But maybe the nuances would have been different." The rueful mood seems to deepen, until our hostess breaks in with a patronizing smile.

"How do you Muscovites like our brusniki? Delicious don't you think?"