The first sign that downtown Baltimore was dying came with the closing of O'Neill's Department Store in 1954.

J. Jefferson Miller, who was general manager of The Hub, a department store located kitty-corner from O'Neill's in the downtown retail district, sounded the alarm.

"He was more prescient than most of us," recalled Walter Sondheim, who at the time was senior vice president and treasurer of yet another downtown department store, Hochshild Kohn.

Suffice to say the proof of Miller's observation is that none of those three stores operates in downtown Baltimore these days. Their departure was part of a steady decline of the city's downtown retail and commercial district that occurred as both stores and shoppers left for the suburbs.

But thanks to Miller's foresight, the city began a long fight to save the downtown.

Much of that effort has focused on transforming the harbor area from a collection of deteriorating wharves and warehouses into the office and entertainment area it is today. Now, with almost the entire Inner Harbor area developed, the city is turning its attention once again to the retail district, where it faces the formidable task of making an unsightly area that has lost four of its five major department stores competitive with the new shopping malls that ring the city.

If the task seems difficult, it's no more of a challenge than Miller faced 30 years ago when, without help from the city, he galvanized his fellow retailers, raising money and then drawing up a master plan.

In those days, downtown development was the product of market pressures. Cities stuck to providing services for new businesses, instead of promoting bricks and mortar.

So Miller's group worked in secrecy, until it plopped down a completed proposal on the desk of Mayor Thomas D'Alessandro Jr. in 1958.

It called for redevelopment of 33 acres, with the centerpiece an office tower to be located east of the retail district and known as Charles Center.

"Baltimore was pretty much dead," Sondheim said, "and one new building got people excited. But there were plenty of skeptics. To some, Baltimore appeared to have no future, no present. The city had a very low opinion of itself."

A competition was held to select the developer for One Charles Center, the first new office building to be built in downtown Baltimore in 30 years, on the site of the abandoned O'Neill's store. The winning entry was a dark aluminum and glass tower designed by Mies van der Rohe.

As it turned out, two new office buildings were built.

"We were terrified," said Sondheim, who left Hochshild Kohn and became head of the Charles Center Inner Harbor Management Corp., which coordinated the development efforts. "How would we fill one new office building, let alone two, each with 300,000 square feet of space?"

But in the first year of occupancy, the two skyscrapers contributed more in real estate taxes to the city than had the entire area before renewal. By the spring of 1964, both buildings were more than 90 percent leased, and Baltimore's renewal attracted national attention.

Since then, the downtown development has spread over 265 acres, resulting in investments valued at $1.9 billion. Five years ago, with "all the good stuff gone," according to Richard Stein, the Market Center Development Corp., a quasi-public agency and "little brother" to the Charles Center agency, was created to revitalize the old retail area north and west of the harbor.

Although progress has been slower than predicted by its boosters, redevelopment in the 200-acre area appears to be working: $170 million invested in 2 1/2 years, $100 million of that in the last nine months.

Where the Charles Center-Inner Habor development concentrated on hotels, restaurants, boutiques, offices and large public areas, and had a ratio of 80 percent new structures to 20 percent rehabilitated, Market Center will be principally retail and will preserve four of every five existing buildings, including facades of hundreds of small shops.

Perhaps the agency's greatest accomplishments, according to Stein, were persuading Hutzler's, which had closed its downtown store, to build a new one, and getting scores of small-business owners to spend their own money to make the exteriors of their shops more suitable to "a place called Market Center" than to "the old downtown."